Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 14, 2018
 
GROUPON, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
(State or other
jurisdiction
of incorporation)
 
1-35335
(Commission
File Number)
 
27-0903295
(I.R.S. Employer
Identification No.)

 
 
 
 
600 West Chicago Avenue
Suite 400
Chicago, Illinois
 (Address of principal executive offices)
 
60654
(Zip Code)
 
312-334-1579
(Registrant's telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










Item 2.02.    Results of Operations and Financial Condition.
On February 14, 2018, Groupon, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended December 31, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
(d)
Exhibits:
 
 
Exhibit No.
 
Description
 
 
99.1*
 
 

*The information in Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.















































SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
GROUPON, INC.
 
 
 
 
 
 
Dated: February 14, 2018
By:
/s/ Michael Randolfi
 
Name:
Michael Randolfi
 
Title:
Chief Financial Officer














































Exhibit Index
 
Exhibit No.
 
Description
 
 
99.1*
 
 

*The information in Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.




Exhibit



Exhibit 99.1

Groupon Announces Fourth Quarter and Fiscal Year 2017 Results
Delivers Record Quarterly Net Income and Adjusted EBITDA
Achieves 10% Gross Profit Growth in the Fourth Quarter
Fourth quarter gross profit of $386.9 million, $1.33 billion for the full year
Fourth quarter net income from continuing operations of $51.1 million, $28.6 million for the full year
Fourth quarter Adjusted EBITDA of $105.3 million, $249.9 million for the full year
Fourth quarter GAAP earnings per diluted share from continuing operations of $0.08, non-GAAP earnings per diluted share of $0.07 for the fourth quarter
Fourth quarter operating cash flow of $270.6 million, $137.5 million for the full year
Fourth quarter free cash flow of $255.1 million, $78.3 million for the full year
2018 Adjusted EBITDA guidance of $260 million to $270 million
CHICAGO - (BUSINESS WIRE) - February 14, 2018 - Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter and fiscal year ended December 31, 2017.

"In 2017, we made progress in creating a better customer experience that removed friction for our customers while also maximizing gross profit," said CEO Rich Williams. "We are excited to build on this success in 2018, combining our growing mobile penetration and platform power to ultimately become the daily habit in local commerce for customers and merchants."
Fourth Quarter 2017 Summary
North America
North America gross profit in the fourth quarter 2017 increased 6% to $265.0 million from $250.8 million in the fourth quarter 2016. In Local, gross profit increased 6% to $196.7 million driven by continued benefits from our marketing investment and larger customer base. Goods gross profit increased 8% to $54.7 million driven by solid performance during the holiday season. Gross Profit in Travel was $13.6 million versus $15.1 million in the fourth quarter 2016.
During the quarter we continued to make improvements to the customer experience by investing in our voucherless initiatives. We now have approximately 2.7 million cards linked in Groupon+, one of our leading voucherless initiatives, and continue to deepen supply in our more than 25 Groupon+ markets.
North America active customers reached 32.7 million as of December 31, 2017, reflecting the addition of 200 thousand net new active customers during the fourth quarter 2017. Active customers represent unique user accounts that have made a purchase during the trailing twelve months either through one of our online marketplaces or directly with a merchant for which we earned a commission.
International
International gross profit increased 21% (12% FX-neutral) in the fourth quarter 2017 to $121.9 million. Gross profit increased 19% (11% FX-neutral) in Local, 33% (22% FX-neutral) in Goods, and 2% (5% FX-neutral decline) in Travel. We continue to focus on execution of our product, supply, and marketing initiatives, and these initiatives contributed to our positive fourth quarter results in International.
International active customers increased by 200 thousand net new active customers during the fourth quarter 2017 to 16.8 million as of December 31, 2017.






Consolidated
Gross billings were $1.58 billion in the fourth quarter 2017, down 2% (4% FX-neutral) from $1.61 billion in the fourth quarter 2016. Gross billings reflect the total dollar value of customer purchases of goods and services.
Revenue was $873.2 million in the fourth quarter 2017, down 4% (6% FX-neutral) from $904.9 million in the fourth quarter 2016 reflecting our continued focus on maximizing gross profit, including the shift toward offerings in our higher margin, more differentiated Local category, from our Goods category. These strategic actions are expected to continue to create a headwind for revenue.
Gross profit was $386.9 million in the fourth quarter 2017, up 10% (8% FX-neutral) from $351.9 million in the fourth quarter 2016.
SG&A declined 6% year-over-year to $224.7 million in the fourth quarter 2017 as we continue to realize operating leverage from our previously completed restructuring actions.
Marketing expense was $112.5 million in the fourth quarter 2017, up 24% year-over-year. We generated strong results from our offline marketing including our campaigns focused on the holiday season and Groupon local merchants, which aired in the fourth quarter.
Net income from continuing operations was $51.1 million in the fourth quarter 2017. This compares to a net loss of $39.5 million in the fourth quarter 2016.
Net income attributable to common stockholders was $47.7 million, or $0.08 per diluted share. Non-GAAP net income attributable to common stockholders was $42.7 million, or $0.07 per diluted share.
Adjusted EBITDA, a non-GAAP financial measure, was $105.3 million in the fourth quarter 2017, up 31% from $80.2 million in the fourth quarter 2016. This result is the highest quarterly Adjusted EBITDA in our history and was driven by our focus on optimizing gross profit combined with operating leverage from previously implemented streamlining initiatives.
Global units sold declined 6% year-over-year to 54.6 million in the fourth quarter 2017, as we leveraged demand on our site and mobile app to maximize gross profit, which in some instances resulted in fewer units. Units in North America were down 7% with a significant portion of that decline due to the divestiture of certain OrderUp assets and investments in scaling Groupon+. Units are defined as purchases before refunds and cancellations made either through one of our online marketplaces or directly with a merchant for which we earned a commission.
Operating cash flow was $270.6 million in the fourth quarter 2017. Free cash flow, a non-GAAP financial measure, was $255.1 million in the fourth quarter 2017.
Cash and cash equivalents as of December 31, 2017 were $880.1 million, and we had no outstanding borrowings under our $250.0 million revolving credit facility.

Full Year 2017 Summary
Gross Billings were $5.65 billion in 2017, down 1% compared with $5.69 billion in 2016.
Revenue was $2.84 billion in 2017, down 6% compared with $3.01 billion in 2016.
Gross profit was $1.33 billion in 2017, up 4% compared with $1.28 billion in 2016.
Net income from continuing operations was $28.6 million in 2017, compared with a net loss of $166.2 million in 2016.
Net income attributable to common stockholders was $14.0 million, or $0.02 per diluted share. Non-GAAP net income attributable to common stockholders was $70.0 million, or $0.11 per diluted share.
Adjusted EBITDA was $249.9 million in 2017, up 39% compared with $179.9 million in 2016.
Global units sold declined 3% year-over-year to 188.9 million in 2017.





Operating cash flow for 2017 was $137.5 million. Free cash flow, a non-GAAP financial measure, was $78.3 million in 2017.
In 2017, we repurchased 16,906,334 shares of our common stock for an aggregate purchase price of approximately $60.0 million. Up to $135.2 million of common stock remains available for repurchase under Groupon’s share repurchase program as of December 31, 2017. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under our Amended and Restated Credit Agreement, share price and other factors, and the program may be terminated at any time.

Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operational measures are included below in the section titled "Non-GAAP Financial and Operational Measures" and in the accompanying tables.
Outlook
Groupon is providing its outlook for 2018, which reflects current foreign exchange rates, as well as expected marketing investments and cost benefits associated with our streamlining initiatives. For the full year 2018, Groupon expects Adjusted EBITDA to be between $260 million and $270 million.
Conference Call
A conference call will be webcast live today at 9:00 a.m. CST / 10:00 a.m. EST 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. Groupon uses its investor relations site (investor.groupon.com) and its blog (https://www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
 
Non-GAAP Financial and Operational Measures
In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss) attributable to common stockholders, non-GAAP earnings (loss) per share, free cash flow and foreign currency exchange rate neutral operating results. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. 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 external transaction costs related to business combinations, primarily consisting of legal and advisory fees. 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.
 
Interest and Other Non-Operating Items. Interest and other non-operating items include: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense, including non-cash interest expense from our convertible senior notes. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.
 
Special Charges and Credits. For the year ended December 31, 2017, special charges and credits included charges related to our restructuring plan and a gain from the sale of intangible assets. For the years ended December 31, 2016 and 2015, special charges and credits included gains from business dispositions and charges related to our restructuring plan. For the year ended December 31, 2015, special charges and credits also included the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and the expense related to a significant increase in the contingent liability for a securities litigation matter that has subsequently been settled. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results.
Non-GAAP Provision (Benefit) for Income Taxes. Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income from continuing operations before provision (benefit) for income taxes. 
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 current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.
 
Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization,





stock-based compensation, acquisition-related expense (benefit), net and other special charges and credits, including items that are unusual in nature or infrequently occurring. 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 operating plans and make strategic decisions for 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. However, Adjusted EBITDA is not intended to be a substitute for income (loss) from continuing operations.
Non-GAAP income from continuing operations before provision (benefit) for income taxes, non-GAAP net income attributable to common stockholders and non-GAAP earnings per diluted share are non-GAAP performance measures that adjust our net income attributable to common stockholders and earnings per share to exclude the impact of:
stock-based compensation,
amortization of acquired intangible assets,
acquisition-related expense (benefit), net,
special charges and credits, including restructuring charges,
non-cash interest expense on convertible senior notes,
non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative translation adjustments to earnings as a result of business dispositions or country exits,
non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings,
non-operating gains and losses from the sale of minority investments, and
income (loss) from discontinued operations.

We believe that excluding the above items from our measures of non-GAAP income from continuing operations before provision (benefit) from income taxes, non-GAAP net income attributable to common stockholders and non-GAAP earnings per diluted share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.

Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from continuing 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 our cash balance for the applicable period.

Active customers. We have historically defined active customers as unique user accounts that have made a purchase through one of our online marketplaces during the trailing twelve months ("TTM"). As a result of our ongoing development and testing of voucherless offerings that are linked to customer credit cards, we have updated our definition of active customers as follows: unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission. This change in definition did not have a significant impact on our active customer count for the TTM ended December 31, 2017. We consider this metric to be an important indicator





of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. For entities that we have acquired in a business combination, this metric includes active customers of the acquired entity, including customers who made purchases prior to the acquisition.

Units. This metric has historically represented the number of purchases made through our online marketplaces, before refunds and cancellations. As a result of our ongoing development and testing of voucherless offerings that are linked to customer credit cards, we have updated our definition of units as follows: purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces or directly with a merchant for which we earned a commission. This change in definition did not have a significant impact on our unit count for the year ended December 31, 2017. We consider unit growth to be an important indicator of the total volume of business conducted through our marketplaces.
 
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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, risk related to volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom's likely exit from the European Union; retaining and adding high quality merchants; our voucherless offerings; cybersecurity breaches; competing successfully in our industry; changes to merchant payment terms; providing a strong mobile experience for our customers; maintaining our information technology infrastructure; delivery and routing of our emails; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and e-commerce; classification of our independent contractors; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; our common stock, including volatility in our stock price; our senior convertible notes; our ability to realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, 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 for the year ended December 31, 2017, and our other filings with the Securities and Exchange Commission, 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 February 14, 2018. 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 building the daily habit in local commerce, offering a vast mobile and online marketplace where people discover and save on amazing things to do, eat, see and buy. By enabling real-time commerce across local businesses, travel destinations, consumer products and live events, shoppers can find the best a city has to offer.
Groupon is redefining how small businesses attract and retain customers by providing them with customizable and scalable marketing tools and services to profitably grow their businesses.
To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile. To search for great deals or subscribe to Groupon emails, visit www.groupon.com. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.

Contacts:
Investor Relations                    Public Relations
Erin Stone                        Bill Roberts
312-662-6352                        312-459-5191
ir@groupon.com     press@groupon.com






Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

 
December 31,
 
2017
 
2016
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
880,129

 
$
862,977

Accounts receivable, net
98,294

 
71,272

Prepaid expenses and other current assets
94,025

 
94,441

Current assets of discontinued operations

 
63,246

Total current assets
1,072,448

 
1,091,936

Property, equipment and software, net
151,145

 
169,452

Goodwill
286,989

 
274,551

Intangible assets, net
19,196

 
42,915

Investments (including $109,751 and $110,066 at December 31, 2017 and December 31, 2016, respectively, at fair value)
135,189

 
141,882

Other non-current assets
12,538

 
28,635

Non-current assets of discontinued operations

 
12,006

Total Assets
$
1,677,505

 
$
1,761,377

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
31,968

 
$
28,551

Accrued merchant and supplier payables
770,335

 
770,992

Accrued expenses and other current liabilities
331,196

 
366,456

Current liabilities held of discontinued operations

 
47,052

Total current liabilities
1,133,499

 
1,213,051

Convertible senior notes, net
189,753

 
178,995

Other non-current liabilities
102,408

 
101,342

Non-current liabilities of discontinued operations

 
2,927

Total Liabilities
1,425,660

 
1,496,315

Commitments and contingencies
 
 
 
Stockholders' Equity
 
 
 
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017; 736,531,771 shares issued and 564,835,863 shares outstanding at December 31, 2016
75

 
74

Additional paid-in capital
2,174,708

 
2,112,728

Treasury stock, at cost, 188,602,242 shares at December 31, 2017 and 171,695,908 shares at December 31, 2016
(867,450
)
 
(807,424
)
Accumulated deficit
(1,088,204
)
 
(1,099,010
)
Accumulated other comprehensive income (loss)
31,844

 
58,052

Total Groupon, Inc. Stockholders' Equity
250,973

 
264,420

Noncontrolling interests
872

 
642

Total Equity
251,845

 
265,062

Total Liabilities and Equity
$
1,677,505

 
$
1,761,377







Groupon, Inc.
Condensed Consolidated Statements of Operations 
(in thousands, except share and per share amounts)
(unaudited)

 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
 
Third-party and other
 
$
346,568

 
$
318,427

 
$
1,266,452

 
$
1,206,441

Direct
 
526,598

 
586,438

 
1,577,425

 
1,807,174

Total revenue
 
873,166

 
904,865

 
2,843,877

 
3,013,615

Cost of revenue:
 
 
 
 
 
 
 
 
Third-party and other
 
37,601

 
36,025

 
160,810

 
150,031

Direct
 
448,647

 
516,934

 
1,349,206

 
1,582,931

Total cost of revenue
 
486,248

 
552,959

 
1,510,016

 
1,732,962

Gross profit
 
386,918

 
351,906

 
1,333,861

 
1,280,653

Operating expenses:
 
 
 
 
 
 
 
 
Marketing
 
112,462

 
90,952

 
400,918

 
352,175

Selling, general and administrative
 
224,720

 
238,046

 
901,781

 
994,027

Restructuring charges
 
10

 
12,060

 
18,828

 
40,438

Gain on sale of intangible assets
 

 

 
(17,149
)
 

Gains on business dispositions
 

 

 

 
(11,399
)
Acquisition-related expense (benefit), net
 

 
1,345

 
48

 
5,650

  Total operating expenses
 
337,192

 
342,403

 
1,304,426

 
1,380,891

Income (loss) from operations
 
49,726

 
9,503

 
29,435

 
(100,238
)
Other income (expense), net
 
(2,112
)
 
(54,737
)
 
6,710

 
(71,289
)
Income (loss) from continuing operations before provision (benefit) for income taxes
 
47,614

 
(45,234
)
 
36,145

 
(171,527
)
Provision (benefit) for income taxes
 
(3,457
)
 
(5,779
)
 
7,544

 
(5,318
)
Income (loss) from continuing operations
 
51,071

 
(39,455
)
 
28,601

 
(166,209
)
Income (loss) from discontinued operations, net of tax
 
(223
)
 
(10,749
)
 
(1,974
)
 
(17,114
)
Net income (loss)
 
50,848

 
(50,204
)
 
26,627

 
(183,323
)
Net income attributable to noncontrolling interests
 
(3,127
)
 
(2,384
)
 
(12,587
)
 
(11,264
)
Net income (loss) attributable to Groupon, Inc.
 
$
47,721

 
$
(52,588
)
 
$
14,040

 
$
(194,587
)
 
 
 
 
 
 
 
 
 
Basic net income (loss) per share (1):
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.09

 
$
(0.07
)
 
$
0.03

 
$
(0.31
)
Discontinued operations
 
(0.00
)
 
(0.02
)
 
(0.00
)
 
(0.03
)
Basic net income (loss) per share
 
$
0.09

 
$
(0.09
)
 
$
0.03

 
$
(0.34
)
 
 
 
 
 
 
 
 
 
Diluted net income (loss) per share (1):
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.08

 
$
(0.07
)
 
$
0.03

 
$
(0.31
)
Discontinued operations
 
(0.00
)
 
(0.02
)
 
(0.01
)
 
(0.03
)
Diluted net income (loss) per share
 
$
0.08

 
$
(0.09
)
 
$
0.02

 
$
(0.34
)
 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding (1)
 
 
 
 
 
 
 
 
Basic
 
558,170,245

 
570,546,159

 
559,367,075

 
576,354,258

Diluted
 
570,734,081

 
570,546,159

 
568,418,371

 
576,354,258


(1)
The structure of the Company's common stock changed during the year ended December 31, 2016. For additional information, refer to Note 11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.







Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
2016
 
2017
 
2016
Operating activities
 
 
 
 
 
 
 
Net income (loss)
$
50,848

 
$
(50,204
)
 
$
26,627

 
$
(183,323
)
Less: Income (loss) from discontinued operations, net of tax
(223
)
 
(10,749
)
 
(1,974
)
 
(17,114
)
Income (loss) from continuing operations
51,071

 
(39,455
)
 
28,601

 
(166,209
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization of property, equipment and software
28,440

 
29,376

 
114,795

 
116,961

Amortization of acquired intangible assets
5,410

 
5,305

 
23,032

 
18,948

Stock-based compensation
21,726

 
22,763

 
82,044

 
115,123

Restructuring-related long-lived asset impairments

 
283

 

 
328

Gains on business dispositions

 

 

 
(11,399
)
Gain on sale of intangible assets

 

 
(17,149
)
 

Gain on sale of investment

 

 
(7,624
)
 

Impairment of investment
2,944

 

 
2,944

 

Deferred income taxes
(242
)
 
(3,980
)
 
603

 
(10,448
)
(Gain) loss, net from changes in fair value of contingent consideration

 
(38
)
 
48

 
4,092

(Gain) loss from changes in fair value of investments
(5,482
)
 
40,840

 
(382
)
 
48,141

Amortization of debt discount on convertible senior notes
2,794

 
2,522

 
10,758

 
7,376

Change in assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
Restricted cash
4,315

 
(985
)
 
6,952

 
(1,317
)
Accounts receivable
(19,580
)
 
(14,124
)
 
(18,793
)
 
(16,584
)
Prepaid expenses and other current assets
7,188

 
26,748

 
4,074

 
35,043

Accounts payable
5,417

 
7,731

 
(199
)
 
5,121

Accrued merchant and supplier payables
168,013

 
195,673

 
(29,823
)
 
26,729

Accrued expenses and other current liabilities
(965
)
 
16,199

 
(40,361
)
 
(32,124
)
Other, net
(485
)
 
5,735

 
(22,023
)
 
(10,853
)
Net cash provided by (used in) operating activities from continuing operations
270,564

 
294,593

 
137,497

 
128,928

Net cash provided by (used in) operating activities from discontinued operations
(223
)
 
(5,931
)
 
(2,418
)
 
(11,823
)
Net cash provided by (used in) operating activities
270,341

 
288,662

 
135,079

 
117,105

Investing activities
 
 
 
 
 
 
 
Purchases of property and equipment and capitalized software
(15,442
)
 
(19,254
)
 
(59,158
)
 
(68,287
)
Cash derecognized upon dispositions of subsidiaries

 

 

 
(1,128
)
Acquisitions of businesses, net of acquired cash

 
15,479

 

 
14,539

Proceeds from sale of intangible assets

 

 
18,333

 

Proceeds from sales and maturities of investments

 

 
16,561

 
1,685

Acquisitions of intangible assets and other investing activities
(309
)
 
(274
)
 
(1,059
)
 
(2,395
)
Net cash provided by (used in) investing activities from continuing operations
(15,751
)
 
(4,049
)
 
(25,323
)
 
(55,586
)
Net cash provided by (used in) investing activities from discontinued operations

 
(1,718
)
 
(9,548
)
 
(1,900
)
Net cash provided by (used in) investing activities
(15,751
)
 
(5,767
)
 
(34,871
)
 
(57,486
)
Financing activities
 
 
 
 
 
 
 
Proceeds from issuance of convertible senior notes

 

 

 
250,000

Issuance costs for convertible senior notes and revolving credit agreement

 
(50
)
 

 
(8,147
)
Purchase of convertible note hedges

 

 

 
(59,163
)
Proceeds from issuance of warrants

 

 

 
35,495

Payments for purchases of treasury stock

 
(49,738
)
 
(61,233
)
 
(165,357
)
Taxes paid related to net share settlements of stock-based compensation awards
(4,341
)
 
(6,450
)
 
(27,681
)
 
(29,777
)
Proceeds from stock option exercises and employee stock purchase plan
27

 
2

 
5,513

 
4,978

Distributions to noncontrolling interest holders
(3,383
)
 
(2,660
)
 
(12,357
)
 
(11,811
)
Payments of contingent consideration related to acquisitions

 

 
(7,790
)
 
(285
)
Payments of capital lease obligations
(8,727
)
 
(8,637
)
 
(34,025
)
 
(30,598
)
Other financing activities

 

 
(473
)
 

Net cash provided by (used in) financing activities
(16,424
)
 
(67,533
)
 
(138,046
)
 
(14,665
)





Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets of discontinued operations
3,306

 
(13,263
)
 
26,124

 
(6,470
)
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets of discontinued operations
241,472

 
202,099

 
(11,714
)
 
38,484

Less: Net increase (decrease) in cash classified within current assets of discontinued operations

 
1,202

 
(28,866
)
 
(186
)
Net increase (decrease) in cash and cash equivalents
241,472

 
200,897

 
17,152

 
38,670

Cash and cash equivalents, beginning of period
638,657

 
662,080

 
862,977

 
824,307

Cash and cash equivalents, end of period
$
880,129

 
$
862,977

 
$
880,129

 
$
862,977






Groupon, Inc.
Supplemental Financial Information and Business Metrics
(1)
(financial data in thousands; active customers in millions)
(unaudited)
 
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
 
Q4 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America Segment:
 
 
 
 
 
 
 
 
 
 
Q4 2017
 
 
 
 
 
Gross Billings (2):
 
 
 
 
 
 
 
 
 
 
Y/Y Growth
 
 
 
 
 
 
Local
$
590,684

 
$
587,766

 
$
615,833

 
$
606,184

 
$
605,460

 
2.5
%
 
 
 
 
 
Travel
90,059

 
114,163

 
112,670

 
93,186

 
84,504

 
(6.2)
 
 
 
 
 
 
Goods
431,388

 
262,588

 
245,924

 
229,479

 
369,973

 
(14.2)
 
 
 
 
 
 
Total Gross Billings
$
1,112,131

 
$
964,517

 
$
974,427

 
$
928,849

 
$
1,059,937

 
(4.7)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
209,799

 
$
200,545

 
$
207,534

 
$
194,090

 
$
223,410

 
6.5
%
 
 
 
 
 
Travel
19,023

 
20,462

 
22,320

 
18,300

 
17,413

 
(8.5)
 
 
 
 
 
 
Goods
421,931

 
252,350

 
222,058

 
201,824

 
333,862

 
(20.9)
 
 
 
 
 
 
Total Revenue
$
650,753

 
$
473,357

 
$
451,912

 
$
414,214

 
$
574,685

 
(11.7)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
185,280

 
$
169,342

 
$
179,609

 
$
162,914

 
$
196,708

 
6.2
%
 
 
 
 
 
Travel
15,052

 
15,165

 
17,755

 
14,060

 
13,614

 
(9.6)
 
 
 
 
 
 
Goods
50,437

 
36,430

 
36,496

 
30,934

 
54,651

 
8.4
 
 
 
 
 
 
Total Gross Profit
$
250,769

 
$
220,937

 
$
233,860

 
$
207,908

 
$
264,973

 
5.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
Operating income (loss)
$
12,265

 
$
(14,783
)
 
$
(12,033
)
 
$
(6,995
)
 
$
33,766

 
175.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International Segment:
 
 
 
 
 
 
 
 
 
 
Q4 2017
 
Gross Billings:
 
 
 
 
 
 
 
 
 
 
Y/Y Growth
 
FX Effect (3)
 
Y/Y Growth excluding FX (3)
 
 
Local
$
221,337

 
$
191,219

 
$
189,408

 
$
202,991

 
$
229,167

 
3.5
%
(6.1)
 
(2.6)
%
 
Travel
60,099

 
53,161

 
45,981

 
49,837

 
59,666

 
(0.7)
 
(6.2)
 
(6.9)
 
 
Goods
211,963

 
149,079

 
154,417

 
159,820

 
233,422

 
10.1
 
(8.8)
 
1.3
 
 
Total Gross Billings
$
493,399

 
$
393,459

 
$
389,806

 
$
412,648

 
$
522,255

 
5.8
%
(7.2)
 
(1.4)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
68,900

 
$
63,575

 
$
66,108

 
$
71,574

 
$
80,209

 
16.4
%
(7.6)
 
8.8
%
 
Travel
12,141

 
11,002

 
10,796

 
9,801

 
12,187

 
0.4
 
(6.7)
 
(6.3)
 
 
Goods
173,071

 
125,692

 
133,803

 
138,877

 
206,085

 
19.1
 
(10.0)
 
9.1
 
 
Total Revenue
$
254,112

 
$
200,269

 
$
210,707

 
$
220,252

 
$
298,481

 
17.5
%
(9.2)
 
8.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
63,987

 
$
59,194

 
$
62,303

 
$
67,860

 
$
75,991

 
18.8
%
(8.0)
 
10.8
%
 
Travel
11,087

 
10,036

 
9,996

 
8,922

 
11,334

 
2.2
 
(6.9)
 
(4.7)
 
 
Goods
26,063

 
19,284

 
21,908

 
24,735

 
34,620

 
32.8
 
(10.6)
 
22.2
 
 
Total Gross Profit
$
101,137

 
$
88,514

 
$
94,207

 
$
101,517

 
$
121,945

 
20.6
%
(8.5)
 
12.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
(2,762
)
 
$
3,103

 
$
4,635

 
$
5,782

 
$
15,960

 
677.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Results of Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Billings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
812,021

 
$
778,985

 
$
805,241

 
$
809,175

 
$
834,627

 
2.8
%
(1.7)
 
1.1
%
 
Travel
150,158

 
167,324

 
158,651

 
143,023

 
144,170

 
(4.0)
 
(2.5)
 
(6.5)
 
 
Goods
643,351

 
411,667

 
400,341

 
389,299

 
603,395

 
(6.2)
 
(2.9)
 
(9.1)
 
 
Total Gross Billings
$
1,605,530

 
$
1,357,976

 
$
1,364,233

 
$
1,341,497

 
$
1,582,192

 
(1.5)
%
(2.2)
 
(3.7)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
278,699

 
$
264,120

 
$
273,642

 
$
265,664

 
$
303,619

 
8.9
%
(1.8)
 
7.1
%
 
Travel
31,164

 
31,464

 
33,116

 
28,101

 
29,600

 
(5.0)
 
(2.6)
 
(7.6)
 
 
Goods
595,002

 
378,042

 
355,861

 
340,701

 
539,947

 
(9.3)
 
(2.9)
 
(12.2)
 
  Total Revenue
$
904,865

 
$
673,626

 
$
662,619

 
$
634,466

 
$
873,166

 
(3.5)
%
(2.6)
 
(6.1)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
249,267

 
$
228,536

 
$
241,912

 
$
230,774

 
$
272,699

 
9.4
%
(2.0)
 
7.4
%
 
Travel
26,139

 
25,201

 
27,751

 
22,982

 
24,948

 
(4.6)
 
(2.9)
 
(7.5)
 
 
Goods
76,500

 
55,714

 
58,404

 
55,669

 
89,271

 
16.7
 
(3.6)
 
13.1
 
 
Total Gross Profit
$
351,906

 
$
309,451

 
$
328,067

 
$
309,425

 
$
386,918

 
9.9
%
(2.4)
 
7.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
9,503

 
$
(11,680
)
 
$
(7,398
)
 
$
(1,213
)
 
$
49,726

 
423.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities from continuing operations
$
294,593

 
$
(136,233
)
 
$
(20,695
)
 
$
23,861

 
$
270,564

 
(8.2)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Free Cash Flow
$
275,339

 
$
(150,309
)
 
$
(36,080
)
 
$
9,606

 
$
255,122

 
(7.3)
%
 
 
 
 
        





 
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
 
Q4 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Metrics:
 
 
 
 
 
 
 
 
 
 
Active Customers (4)
 
 
 
 
 
 
 
 
 
 
 
North America
31.1

 
31.6

 
31.9

 
32.5

 
32.7

 
 
International
16.8

 
16.7

 
16.4

 
16.6

 
16.8

 
 
Total Active Customers
47.9

 
48.3

 
48.3

 
49.1

 
49.5

 
 
 
 
 
 
 
 
 
 
 
 
 
TTM Gross Billings / Average Active Customer
 
 
 
 
 
 
 
 
 
 
North America
$
138

 
$
136

 
$
133

 
$
129

 
$
123

 
International
102

 
101

 
101

 
102

 
102

 
Consolidated
124

 
123

 
121

 
120

 
116

 
 
 
 
 
 
 
 
 
 
 
 
 
TTM Gross Profit / Average Active Customer
 
 
 
 
 
 
 
 
 
 
North America
$
31

 
$
30

 
$
30

 
$
30

 
$
29

 
International
23

 
22

 
23

 
23

 
24

 
Consolidated
28

 
27

 
28

 
27

 
27

 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Units
57.9

 
45.7

 
44.5

 
44.1

 
54.6

 
 
Year-over-year unit growth:
 
 
 
 
 
 
 
 
 
 
 
North America
3.2

%
(0.4
)
%
(1.9
)
%
(0.1
)
%
(6.6
)
%
 
International
(0.3
)
 
(8.7
)
 
(7.8
)
 
(1.5
)
 
(3.9
)
 
 
Consolidated
2.0

 
(3.1
)
 
(3.8
)
 
(0.5
)
 
(5.7
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Headcount (5)
 
 
 
 
 
 
 
 

 
 
Sales (6)
2,626

 
2,624

 
2,485

 
2,457

 
2,407

 
 
Other
4,641

 
4,496

 
4,176

 
4,159

 
4,265

 
 
Total Headcount
7,267

 
7,120

 
6,661

 
6,616

 
6,672

 

(1)
We disposed of our operations in 11 countries, primarily based in Asia and Latin America, between November 2016 and March 2017. The financial results of our operations in those 11 countries are presented as discontinued operations in the accompanying consolidated financial statements and tables. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
(2)
Represents the total dollar value of customer purchases of goods and services.
(3)
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 periods.
(4)
Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.
(5)
Including employees of discontinued operations, our headcount decreased by 1,651 employees, or 20%, year-over-year in the fourth quarter of 2017, from 8,323 total employees in the prior year period.
(6)
Includes merchant sales representatives, as well as sales support personnel from our continuing operations.





Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)  

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP performance measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Net income (loss) from continuing operations for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP performance measure, Diluted net income (loss) per share, for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.
 
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
 
Q4 2017
Income (loss) from continuing operations
 
$
(39,455
)
 
$
(20,869
)
 
$
(5,403
)
 
$
3,802

 
$
51,071

Adjustments:
 
 
 
 
 
 
 
 
 
 
  Stock-based compensation (1)
 
22,563

 
19,650

 
21,392

 
18,235

 
21,673

  Depreciation and amortization
 
34,681

 
34,067

 
34,679

 
35,231

 
33,850

  Acquisition-related expense (benefit), net
 
1,345

 
12

 
36

 

 

  Restructuring charges
 
12,060

 
2,731

 
4,584

 
11,503

 
10

  Gain on sale of intangible assets
 

 

 

 
(17,149
)
 

  Non-operating expense (income), net
 
54,737

 
4,602

 
(5,878
)
 
(7,546
)
 
2,112

 Provision (benefit) for income taxes
 
(5,779
)
 
4,587

 
3,883

 
2,531

 
(3,457
)
Total adjustments
 
119,607

 
65,649

 
58,696

 
42,805

 
54,188

Adjusted EBITDA
 
$
80,152

 
$
44,780

 
$
53,293

 
$
46,607

 
$
105,259


(1)
Represents stock-based compensation recorded within Selling, general and administrative, Cost of Revenue and Marketing. Non-operating expense (income), net, includes $0.2 million, $0.1 million, $0.0 million, $0.1 million and $0.1 million of additional stock-based compensation for the three months ended December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, respectively. Restructuring charges include $0.8 million of additional stock-based compensation for the three months ended September 30, 2017.
The following is a reconciliation of the Company's annual outlook for Adjusted EBITDA to the Company's outlook for the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.
 
Year Ending December 31, 2018
Expected income (loss) from continuing operations range
$25,000 to $35,000

Expected adjustments:
 
  Stock-based compensation
95,000

  Depreciation and amortization
112,000

  Non-operating expense (income), net
20,000

  Provision (benefit) for income taxes
8,000

Total expected adjustments
$235,000

Expected Adjusted EBITDA range
$260,000 to $270,000


The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions, changes in the fair values of investments, foreign currency gains or losses or unusual or infrequently occurring items that may occur during 2018.
    





The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months and year ended December 31, 2017:
 
Three Months Ended 
 December 31, 2017
 
Year Ended
December 31, 2017
Net income attributable to common stockholders
$
47,721

 
$
14,040

Less: Net income attributable to noncontrolling interest
(3,127
)
 
(12,587
)
Net income
50,848

 
26,627

Less: Loss from discontinued operations, net of tax
(223
)
 
(1,974
)
Income from continuing operations
51,071

 
28,601

Less: Provision (benefit) for income taxes
(3,457
)
 
7,544

Income from continuing operations before provision (benefit) for income taxes
47,614

 
36,145

Stock-based compensation (1)
21,726

 
81,168

Amortization of acquired intangible assets
5,410

 
23,032

Acquisition-related expense (benefit), net

 
48

Restructuring charges
10

 
18,828

Gain on sale of intangible assets

 
(17,149
)
Gain on sale of investment

 
(7,624
)
Losses (gains), net from changes in fair value of investments
(5,482
)
 
(382
)
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings
(112
)
 
(16,177
)
Non-cash interest expense on convertible senior notes
2,794

 
10,758

Non-GAAP income from continuing operations before provision (benefit) for income taxes
71,960

 
128,647

Non-GAAP provision (benefit) for income taxes
27,103

 
50,452

Non-GAAP net income
44,857

 
78,195

Net income attributable to noncontrolling interest
(3,127
)
 
(12,587
)
Non-GAAP net income attributable to common stockholders
41,730

 
65,608

Plus: Cash interest expense from assumed conversion of convertible senior notes (2)
1,004

 
4,337

Non-GAAP net income attributable to common stockholders plus assumed conversions
$
42,734

 
$
69,945

 
 
 
 
Weighted-average shares of common stock - diluted
570,734,081

 
568,418,371

Incremental dilutive securities
46,296,300

 
46,296,300

Weighted-average shares of common stock - non-GAAP
617,030,381

 
614,714,671

 
 
 
 
Diluted net income per share
$
0.08

 
$
0.02

Impact of non-GAAP adjustments and related tax effects
(0.01
)
 
0.09

Non-GAAP net income per share
$
0.07

 
$
0.11


(1)
Represents stock-based compensation expense recorded within Selling, general and administrative, Cost of Revenue, Marketing, and Other (income) expense, net. Restructuring charges include $0.8 million of additional stock-based compensation for the twelve months ended December 31, 2017.
(2)
Adjustment to interest expense for assumed conversion of convertible senior notes excludes non-cash interest expense that has been added back above in calculating non-GAAP net income (loss) attributable to common stockholders.
    
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 from continuing operations.
 
 
Q4 2016
 
Q1 2017
 
Q2 2017
 
Q3 2017
 
Q4 2017
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities from continuing operations
$
294,593

 
$
(136,233
)
 
$
(20,695
)
 
$
23,861

 
$
270,564

Purchases of property and equipment and capitalized software from continuing operations
(19,254
)
 
(14,076
)
 
(15,385
)
 
(14,255
)
 
(15,442
)
Free cash flow
$
275,339

 
$
(150,309
)
 
$
(36,080
)
 
$
9,606

 
$
255,122

 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) investing activities from continuing operations
$
(4,049
)
 
$
(14,020
)
 
$
(13,782
)
 
$
18,230

 
$
(15,751
)
Net cash provided by (used in) financing activities
$
(67,533
)
 
$
(45,726
)
 
$
(47,924
)
 
$
(27,972
)
 
$
(16,424
)