Groupon, Inc.
Feb 15, 2017
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Groupon Announces Fourth Quarter and Fiscal Year 2016 Results

Added 5.2 million net new customers and achieved double digit Gross Profit growth in North America for 2016

CHICAGO--(BUSINESS WIRE)-- Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter and fiscal year ended December 31, 2016.

"In 2016, our concentrated focus on key strategic initiatives provided a strong foundation for Groupon going forward and resulted in a streamlined global operation, a healthier Goods business, improved customer service and strong customer acquisitions after a successful online and offline marketing strategy," said CEO Rich Williams. "We look forward to continuing to invest in the Groupon brand and unlocking the true potential of our business as we make Groupon the daily habit in local commerce."

Groupon's fourth quarter and full year 2016 consolidated financial results include the results of LivingSocial's operations for the partial period from the acquisition date of October 31, 2016 to December 31, 2016.

Fourth Quarter 2016 Summary

Full Year 2016 Summary

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.

Fourth Quarter and Full Year 2016 Highlights

Share Repurchase

During the fourth quarter 2016, Groupon repurchased 12,397,795 shares of its common stock for an aggregate purchase price of $49.9 million. During the full year 2016, Groupon repurchased 43,227,743 shares of its common stock for an aggregate purchase price of $162.4 million. Up to $195.0 million of common stock was available for repurchase under Groupon's share repurchase program as of December 31, 2016. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the program may be discontinued or suspended at any time.

Outlook

Groupon is providing its outlook for 2017, which reflects current foreign exchange rates, as well as expected marketing investments, the acquisition of LivingSocial, potential disruptions related to country exits, and cost benefits associated with our streamlining initiatives. As previously announced, Groupon expects to exit 11 countries as part of its streamline and simplify initiative, and the company expects to report these countries as discontinued operations beginning in first quarter 2017. The basis for our full year 2017 guidance is continuing operations.

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 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 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 our securities litigation matter. 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.

Income Tax Effect of Items Excluded from Non-GAAP Financial Measures. We determine the income tax effect of items excluded from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share by performing a tax provision calculation using pre-tax income (loss) amounts that have been adjusted to exclude those items in the respective jurisdictions to which they relate. The difference between the income tax expense (benefit) determined on that basis and our reported income tax expense (benefit) represents the income tax effect of the excluded items.

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 prior-year period. We present foreign exchange rate neutral information to facilitate comparisons to our historical operating results.

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. 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 regarding the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating performance in the same manner as our management and Board of Directors.

Non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share are non-GAAP performance measures that adjust our net income (loss) attributable to common stockholders and earnings (loss) per share to exclude the impact of:

We believe that excluding the above items from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per 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 financial measure that comprises net cash provided by (used in) 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 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.

Same country operating results are non-GAAP performance measures that reflect the results of the countries in which we maintained continuous business operations throughout the comparative periods presented. We use same country operating results, including same country operating results presented on a foreign exchange rate neutral basis, to better understand the performance of our ongoing business operations and to facilitate comparisons to our historical operating results.

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, that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The words "may," will," should," "could," "expect," anticipate," "believe," "estimate," intend," "continue" and other similar expressions are intended to identify forward-looking statements. 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, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments; effectively dealing with challenges arising from our international operations, including fluctuations in currency exchange rates and any potential adverse impact from the United Kingdom's likely exit from the European Union; retaining existing customers and adding new customers; retaining and adding high quality merchants; cyber security breaches; incurring expenses as we expand our business; competing successfully in our industry; maintaining favorable payment terms with our business partners; providing a strong mobile experience for our customers; delivery and routing of our emails; product liability claims; managing inventory and order fulfillment risks; integrating our technology platforms; litigation; managing refund risks; retaining, attracting and integrating members of our executive team; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; classification of our independent contractors; maintaining our information technology infrastructure; protecting our intellectual property; maintaining a strong brand; seasonality; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue; our senior convertible notes; and 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, 2016, 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 15, 2017. 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.

                     
Groupon, Inc.
Summary Consolidated and Segment Results
(in thousands, except share and per share amounts)
(unaudited)
 
The financial results of Ticket Monster are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months and year ended December 31, 2015. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
 
 
Three Months Ended

December 31,

 

 

Y/Y % Growth excluding FX(2)

Year Ended

December 31,

 

 

Y/Y % Growth excluding

FX (2)

2016 2015

Y/Y % Growth

  FX Effect (2)   2016 2015

Y/Y % Growth

FX Effect (2)
Gross Billings(1):
North America $ 1,112,131 $ 1,050,361 5.9 % $ 25 5.9 % $ 3,936,421 $ 3,709,797 6.1 % $ (1,060 ) 6.1 %
EMEA 443,910 487,147 (8.9) (17,556 ) (5.3 ) 1,588,438 1,794,354 (11.5 ) (38,151 ) (9.3 )
Rest of World   143,416     169,484   (15.4)   (1,083 ) (14.7 )   571,645     751,389   (23.9 )   (36,711 ) (19.0 )
Consolidated gross billings $ 1,699,457   $ 1,706,992   (0.4) % $ (18,614 ) 0.6 % $ 6,096,504   $ 6,255,540   (2.5 )% $ (75,922 ) (1.3 )%
 
Revenue:
North America $ 650,753 $ 622,647 4.5 % $ 10 4.5 % $ 2,151,769 $ 2,047,742 5.1 % $ (250 ) 5.1 %
EMEA 243,348 248,326 (2.0) (6,742 ) 0.7 827,196 867,880 (4.7 ) (14,368 ) (3.0 )
Rest of World   40,784     46,197   (11.7)   (1,814 ) (7.8 )   164,389     203,894   (19.4 )   (16,389 ) (11.3 )
Consolidated revenue $ 934,885   $ 917,170   1.9 % $ (8,546 ) 2.9 % $ 3,143,354   $ 3,119,516   0.8 % $ (31,007 ) 1.8 %
-
Income (loss) from operations $ 7,424 $ (5,423 ) (236.9) % $ (145 ) (239.6 )% $ (109,763 ) $ (79,777 ) (37.6 )% $ (1,150 ) (36.1 )%
 
Income (loss) from continuing operations (50,204 ) (32,552 ) (183,323 ) (89,171 )
 
Income (loss) from discontinued operations, net of tax (3) (10,613 ) 122,850
 
Net income (loss) attributable to Groupon, Inc. $ (52,588 ) $ (46,528 ) $ (194,587 ) $ 20,668
 
Basic and diluted net income (loss) per share (4):.
Continuing operations $ (0.09 ) $ (0.06 ) $ (0.34 ) $ (0.16 )
Discontinued operations       (0.02 )       0.19  
Basic and diluted net income (loss) per share $ (0.09 ) $ (0.08 ) $ (0.34 ) $ 0.03  
 
Weighted average number of shares outstanding (4)
Basic 570,546,159 607,517,010 576,354,258 650,106,225
Diluted 570,546,159 607,517,010 576,354,258 650,106,225
 
(1) Represents the total dollar value of customer purchases of goods and services.
(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 months and year ended December 31, 2015.
(3) The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States.
(4) 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, 2016.
         
Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
             
Three Months Ended December 31,   Year Ended December 31,
2016

2015 (1)

2016

2015 (1)

Operating activities
Net income (loss) $ (50,204 ) $ (43,165 ) $ (183,323 ) $ 33,679
Less: Income (loss) from discontinued operations, net of tax       (10,613 )       122,850  
Income (loss) from continuing operations (50,204 ) (32,552 ) (183,323 ) (89,171 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software 30,023 28,807 118,720 113,048
Amortization of acquired intangible assets 5,305 4,956 18,948 19,922
Stock-based compensation 23,402 32,865 118,152 142,069
Restructuring-related long-lived asset impairments 376 6,922 421 7,267
Gains on business dispositions (312 ) (11,711 ) (13,710 )
Deferred income taxes (4,185 ) 6,267 (10,621 ) (8,985 )
(Gain) loss from changes in fair value of contingent consideration (38 ) 508 4,092 240
(Gain) loss from changes in fair value of investments 40,840 829 48,141 2,943
Amortization of debt discount on convertible senior notes 2,522 7,376
Change in assets and liabilities, net of acquisitions:
Restricted cash (995 ) 75 (1,327 ) 4,630
Accounts receivable (10,970 ) 6,960 (14,563 ) 13,313
Prepaid expenses and other current assets 30,070 61,358 40,808 21,545
Accounts payable 7,540 9,545 3,214 8,601
Accrued merchant and supplier payables 190,261 142,069 18,445 40,217
Accrued expenses and other current liabilities 13,407 (1,174 ) (34,512 ) 56,040
Other, net   11,620     (16,980 )   (5,155 )   (18,222 )
Net cash provided by (used in) operating activities from continuing operations 288,662 250,455 117,105 299,747
Net cash provided by (used in) operating activities from discontinued operations       (670 )       (37,248 )
Net cash provided by (used in) operating activities   288,662     249,785     117,105     262,499  
 
Net cash provided by (used in) investing activities from continuing operations (5,767 ) (31,238 ) (57,486 ) (177,250 )
Net cash provided by (used in) investing activities from discontinued operations               244,470  
Net cash provided by (used in) investing activities   (5,767 )   (31,238 )   (57,486 )   67,220  
       
Net cash provided by (used in) financing activities   (67,533 )   (323,597 )   (14,665 )   (515,785 )
 
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale   (13,263 )   (5,147 )   (6,470 )   (32,485 )
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale 202,099 (110,197 ) 38,484 (218,551 )
Less: Net increase (decrease) in cash classified within current assets held for sale               (55,279 )
Net increase (decrease) in cash and cash equivalents 202,099 (110,197 ) 38,484 (163,272 )
Cash and cash equivalents, beginning of period   689,747     963,559     853,362     1,016,634  
Cash and cash equivalents, end of period $ 891,846   $ 853,362   $ 891,846   $ 853,362  
 

(1)

The Company adopted the guidance in Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting, on January 1, 2016. ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a retrospective basis, which has resulted in an increase to net cash provided by (used in) operating activities and net cash used in financing activities of $1.4 million for the three months ended December 31, 2015, and increases to net cash provided by (used in) operating activities and net cash used in financing activities of $7.6 million for the year ended December 31, 2015.
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,
2016 2015 2016 2015
Revenue:
Third party and other $ 341,013 $ 345,260 $ 1,303,546 $ 1,372,533
Direct   593,872     571,910     1,839,808     1,746,983  
Total revenue   934,885     917,170     3,143,354     3,119,516  
Cost of revenue:
Third party and other 40,728 43,640 171,728 188,932
Direct   524,287     501,790     1,614,723     1,545,519  
Total cost of revenue   565,015     545,430     1,786,451     1,734,451  
Gross profit   369,870     371,740     1,356,903     1,385,065  
Operating expenses:
Marketing 93,335 83,208 362,951 254,335
Selling, general and administrative 254,458 287,976 1,066,168 1,192,792
Restructuring charges 13,620 5,422 43,608 29,568
Gains on business dispositions (312 ) (11,711 ) (13,710 )
Acquisition-related expense (benefit), net   1,345     557     5,650     1,857  

Total operating expenses

  362,446     377,163     1,466,666     1,464,842  
Income (loss) from operations 7,424 (5,423 ) (109,763 ) (79,777 )

Other income (expense), net

  (61,804 )   (3,393 )   (76,107 )   (28,539 )
Income (loss) from continuing operations before provision (benefit) for income taxes (54,380 ) (8,816 ) (185,870 ) (108,316 )
Provision (benefit) for income taxes   (4,176 )   23,736     (2,547 )   (19,145 )
Income (loss) from continuing operations (50,204 ) (32,552 ) (183,323 ) (89,171 )
Income (loss) from discontinued operations, net of tax       (10,613 )       122,850  
Net income (loss) (50,204 ) (43,165 ) (183,323 ) 33,679
Net income (loss) attributable to noncontrolling interests   (2,384 )   (3,363 )   (11,264 )   (13,011 )
Net income (loss) attributable to Groupon, Inc. $ (52,588 ) $ (46,528 ) $ (194,587 ) $ 20,668  
 
Basic and diluted net income (loss) per share (1):
Continuing operations $ (0.09 ) $ (0.06 ) $ (0.34 ) $ (0.16 )
Discontinued operations       (0.02 )       0.19  
Basic and diluted net income (loss) per share $ (0.09 ) $ (0.08 ) $ (0.34 ) $ 0.03  
 
Weighted average number of shares outstanding (1)
Basic 570,546,159 607,517,010 576,354,258 650,106,225
Diluted 570,546,159 607,517,010 576,354,258 650,106,225
 
(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, 2016.
   
Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
 
December 31, December 31,
2016 2015
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 891,846 $ 853,362
Accounts receivable, net 86,655 68,175
Prepaid expenses and other current assets 113,435 153,705
Total current assets 1,091,936 1,075,242
Property, equipment and software, net 171,006 198,897
Goodwill 283,962 287,332
Intangible assets, net 42,915 36,483
Investments (including $110,066 and $163,675 at December 31, 2016 and December 31, 2015, respectively, at fair value) 141,882 178,236
Deferred income taxes 5,231 3,454
Other non-current assets 24,445 16,620
Total Assets $ 1,761,377 $ 1,796,264
Liabilities and Equity
Current liabilities:
Accounts payable $ 29,273 $ 24,590
Accrued merchant and supplier payables 800,697 776,211
Accrued expenses and other current liabilities 383,081 402,724
Total current liabilities 1,213,051 1,203,525
Convertible senior notes, net 178,995
Deferred income taxes 4,215 8,612
Other non-current liabilities 100,054 113,540
Total Liabilities 1,496,315 1,325,677
Commitments and contingencies
Stockholders' Equity
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 72
Class B common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, 736,531,771 shares issued and 564,835,863 shares outstanding at December 31, 2016 and no shares issued or outstanding at December 31, 2015 74
Additional paid-in capital 2,112,728 1,964,453
Treasury stock, at cost, 171,695,908 shares at December 31, 2016 and 128,468,165 shares at December 31, 2015 (807,424) (645,041)
Accumulated deficit (1,099,010) (901,292)
Accumulated other comprehensive income (loss) 58,052 51,206
Total Groupon, Inc. Stockholders' Equity 264,420 469,398
Noncontrolling interests 642 1,189
Total Equity 265,062 470,587
Total Liabilities and Equity $ 1,761,377 $ 1,796,264
           
Groupon, Inc.
Segment Information
(in thousands)
(unaudited)
 
Three Months Ended December 31, Year Ended December 31,
2016 2015 2016 2015
North America
Gross billings (1) $ 1,112,131 $ 1,050,361 $ 3,936,421 $ 3,709,797
Revenue $ 650,753 $ 622,647 $ 2,151,769 $ 2,047,742
Segment cost of revenue and operating expenses (2)(3)(4)   616,103     625,171     2,126,834     2,029,643  
Segment operating income (loss) (2)(3)(4) $ 34,650 $ (2,524 ) $ 24,935 $ 18,099
Segment operating income (loss) as a percent of segment gross billings 3.1 % (0.2 )% 0.6 % 0.5 %
Segment operating income (loss) as a percent of segment revenue 5.3 % (0.4 )% 1.2 % 0.9 %
 
EMEA
Gross billings (1) $ 443,910 $ 487,147 $ 1,588,438 $ 1,794,354
Revenue $ 243,348 $ 248,326 $ 827,196 $ 867,880
Segment cost of revenue and operating expenses (2)(4)(5)   242,883     211,443     813,177     797,786  
Segment operating income (loss) (2)(4)(5) $ 465 $ 36,883 $ 14,019 $ 70,094
Segment operating income (loss) as a percent of segment gross billings 0.1 % 7.6 % 0.9 % 3.9 %
Segment operating income (loss) as a percent of segment revenue 0.2 % 14.9 % 1.7 % 8.1 %
 
Rest of World
Gross billings (1) $ 143,416 $ 169,484 $ 571,645 $ 751,389
Revenue $ 40,784 $ 46,197 $ 164,389 $ 203,894
Segment cost of revenue and operating expenses (2)(4)   43,888     52,731     190,135     228,273  
Segment operating income (loss) (2)(4) $ (3,104 ) $ (6,534 ) $ (25,746 ) $ (24,379 )
Segment operating income (loss) as a percent of segment gross billings (2.2 )% (3.9 )% (4.5 )% (3.2 )%
Segment operating income (loss) as a percent of segment revenue (7.6 )% (14.1 )% (15.7 )% (12.0 )%
 
(1) Represents the total dollar value of customer purchases of goods and services.
(2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.
(3) Segment cost of revenue and operating expenses for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter.
(4) Segment cost of revenue and operating expenses for the three months ended December 31, 2016 includes restructuring charges of $2.7 million in North America, $9.2 million in EMEA and $1.7 million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2016 includes restructuring charges of $9.5 million in North America (which excludes $2.6 million of stock-based compensation), $23.1 million in EMEA (which excludes $2.0 million of stock-based compensation) and $6.3 million in Rest of World (which excludes $0.1 million of stock-based compensation). Segment cost of revenue and operating expenses for the three months ended December 31, 2015 includes restructuring charges (credits) of $9.1 million in North America, $(3.6) million in EMEA and $(0.1) million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million in North America, $16.1 million in EMEA and $3.0 million in Rest of World.
(5) Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased 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 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016
Income (loss) from continuing operations $ 26,566 $ (16,739 ) $ (15,267 ) $ (24,613 ) $ (32,552 ) $ (45,596 ) $ (51,731 ) $ (35,792 ) $ (50,204 )
Adjustments:
Stock-based compensation (1) 29,961 35,144 38,467 35,432 32,691 27,976 35,244 26,176 23,242
Depreciation and amortization 30,122 32,200 31,372 35,635 33,763 34,797 34,290 33,253 35,328
Acquisition-related expense (benefit), net (809 ) (269 ) 505 1,064 557 3,464 850 (9 ) 1,345
Restructuring charges 24,146 5,422 12,444 16,085 1,459 13,620
Gains on business dispositions (13,710 ) (9,339 ) (2,060 ) (312 )
Prepaid marketing write-off 6,690
Securities litigation expense 37,500
Non-operating expense (income), net 11,531 19,927 (2,941 ) 8,160 3,393 (3,486 ) 10,761 7,028 61,804
Provision (benefit) for income taxes   (4,457 )   2,107   8,982   (53,970 )   23,736   1,749     (2,199 )   2,079     (4,176 )
Total adjustments   66,348   89,109   76,385   80,947   99,562   76,944     85,692     67,926     130,851  
Adjusted EBITDA $ 92,914 $ 72,370 $ 61,118 $ 56,334 $ 67,010 $ 31,348   $ 33,961   $ 32,134   $ 80,647  
 
(1) Represents stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.02 million, $0.1 million, $0.2 million, $0.2 million, $0.2 million, $0.3 million and $0.1 million of additional stock-based compensation for the three months ended June 30, 2015, September 30, 2015, December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, respectively. Restructuring charges includes $2.6 million and $2.1 million of additional stock-based compensation for the three months ended March 31, 2016 and June 30, 2016, respectively.
 
The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, "Income (loss) from continuing operations" for the years ended December 31, 2016 and 2015:
 
Year Ended December 31,
2016 2015
Income (loss) from continuing operations $ (183,323 ) $ (89,171 )
Adjustments:
Stock-based compensation (1) 112,638 141,734
Depreciation and amortization 137,668 132,970
Acquisition-related expense (benefit), net 5,650 1,857
Restructuring charges 43,608 29,568
Gains on business dispositions (11,711 ) (13,710 )
Prepaid marketing write-off 6,690
Securities litigation expense 37,500
Non-operating expense (income), net 76,107 28,539
Provision (benefit) for income taxes   (2,547 )   (19,145 )
Total adjustments   361,413     346,003  
Adjusted EBITDA $ 178,090   $ 256,832  
 
(1)

Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Restructuring charges and non-operating expense (income), net, includes $4.7 million and $0.8 million of additional stock-based compensation for the year ended December 31, 2016. Non-operating expense (income), net, includes $0.3 million of additional stock-based compensation for the year ended December 31, 2015.

 
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, 2016:
 
Three Months Ended

December 31, 2016

Year Ended

December 31, 2016

Net income (loss) attributable to common stockholders $ (52,588 ) $ (194,587 )
Stock-based compensation (1) 23,402 113,469
Amortization of acquired intangible assets 5,305 18,948
Acquisition-related expense (benefit), net 1,345 5,650
Restructuring charges 13,620 43,608
Gains on business dispositions (312 ) (11,711 )
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings (2) 16,292 7,915
Losses (gains), net from changes in fair value of investments 40,840 48,141
Non-cash interest expense on convertible senior notes 2,522 7,376
Income tax effect of above adjustments   (7,952 )   (15,801 )
Non-GAAP net income (loss) attributable to common stockholders $ 42,474   $ 23,008  
 
Weighted-average shares of common stock - basic 570,546,159 576,354,258
Effect of dilutive securities   54,543,720     36,458,342  
Weighted-average shares of common stock - diluted   625,089,879     612,812,600  
 
Diluted net income (loss) per share $ (0.09 ) $ (0.34 )
Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), special charges and credits, income (loss) from discontinued operations and related tax effects   0.16     0.38  
Non-GAAP net income (loss) per share $ 0.07   $ 0.04  
 
(1) Excludes $4.7 million of stock-based compensation classified within restructuring charges for the year ended December 31, 2016, respectively.
(2) Foreign currency gains (losses), net for the three months and year ended December 31, 2016 includes $6.0 million and $5.7 million, respectively, of net cumulative translation losses that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan.
 
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." In October 2016, the Company completed a strategic review of our remaining international markets and decided to focus its business on 15 core countries and to pursue strategic alternatives for the remaining 11 countries. Based on the Company's review of quantitative and qualitative factors, it believes that the disposition of those 11 countries represents a strategic shift that will likely have a major effect on its operations and financial results. As such, the Company anticipates that when either the businesses have been disposed of in those 11 countries or have met the criteria for held-for-sale classification, their financial results, including any gains or losses on disposition, will be presented as discontinued operations in the Company's consolidated statements of operations. As such, this forward-looking guidance for the year ending December 31, 2017 has been provided on a continuing operations basis.
 
Year Ending December 31, 2017
Expected income (loss) from continuing operations range $(42,500) to $(17,500)
Expected adjustments:
Stock-based compensation 90,000 to 100,000
Depreciation and amortization 125,000
Non-operating expense (income), net 20,000
Provision (benefit) for income taxes 7,500 to 12,500
Total expected adjustments $242,500 to $257,500
Expected Adjusted EBITDA range $200,000 to $240,000
 
The outlook provided above does not reflect the potential impact of any additional restructuring actions that the Company may decide to pursue, business acquisitions or dispositions, changes in the fair values of investments or contingent consideration, foreign currency gains or losses or unusual or infrequently occurring items that may occur during 2017.
 
Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)
 
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 "Income (loss) from continuing operations," respectively, for the periods presented. The Company reconciles "foreign exchange rate 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 income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows:
 
Three Months Ended December 31, 2016 Three Months Ended December 31, 2016
At Avg. Q4 2015

Rates (1)

Exchange Rate

Effect (2)

As

Reported

At Avg. Q3 2016

Rates (3)

Exchange Rate

Effect (2)

As

Reported

Gross billings $ 1,718,071 $ (18,614 ) $ 1,699,457 $ 1,719,411 $ (19,954 ) $ 1,699,457
Revenue 943,431 (8,546 ) 934,885 944,772 (9,887 ) 934,885
Income (loss) from operations $ 7,569 $ (145 ) $ 7,424 $ 6,974 $ 450 $ 7,424
 
The effect on the Company's gross billings, revenue and income (loss) from operations from changes in exchange rates versus the U.S. Dollar for the year ended December 31, 2016 was as follows:
 
Year Ended December 31, 2016 Year Ended December 31, 2016
At Avg. Q4 2015 YTD

Rates (1)

Exchange Rate

Effect (2)

As

Reported

At Avg. Q4'15-Q3'16

Rates (3)

Exchange Rate

Effect (2)

As

Reported

Gross billings $ 6,172,426 $ (75,922 ) $ 6,096,504 $ 6,114,028 $ (17,524 ) $ 6,096,504
Revenue 3,174,361 (31,007 ) 3,143,354 3,152,794 (9,440 ) 3,143,354
Income (loss) from operations $ (108,613 ) $ (1,150 ) $ (109,763 ) $ (108,319 ) $ (1,444 ) $ (109,763 )
 
(1) 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 months and year ended December 31, 2015.
(2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.
(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 twelve months ended September 30, 2016.
 
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.
 
Q4 2015 Q1 2016 Q2 2016   Q3 2016   Q4 2016
EMEA Gross billings growth (13 )% (15 )% (12 )% (10 )% (9 )%
FX Effect   11       3             2       4  
EMEA Gross billings growth, excluding FX (2 )% (12 )% (12 )% (8 )% (5 )%
 
Rest of World Gross billings growth (21 )% (28 )% (27 )% (24 )% (15 )%
FX Effect   14       11       6       1        
Rest of World Gross billings growth, excluding FX (7 )% (17 )% (21 )% (23 )% (15 )%
 
Consolidated Gross billings growth (1 )% (5 )% (2 )% (2 )% %
FX Effect   5       2                   1  
Consolidated Gross billings growth, excluding FX 4 % (3 )% (2 )% (2 )% 1 %
 
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.
 
Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016
EMEA Revenue growth (9 )% (13 )% (3 )% (1 )% (2 )%
FX Effect   12       3             1       3  
EMEA Revenue growth, excluding FX 3 % (10 )% (3 )% % 1 %
 
Rest of World Revenue growth (23 )% (22 )% (23 )% (19 )% (12 )%
FX Effect   15       14       9       4       4  
Rest of World Revenue growth, excluding FX (8 )% (8 )% (14 )% (15 )% (8 )%
 
Consolidated Revenue growth 4 % (2 )% 2 % 1 % 2 %
FX Effect   5       1       1       1       1  
Consolidated Revenue growth, excluding FX 9 % (1 )% 3 % 2 % 3 %
 
The effect on North America's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows:
           
At Avg. Q4

2015 Rates (1)

Exchange

Rate

Effect (2)

December 31, 2016

As Reported

December 31, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 590,657 $ 27 $ 590,684 $ 531,154 11.2 % 11.2 %
 
Travel:
Third party   90,057     2     90,059     89,389   0.7 % 0.7 %
Total services 680,714 29 680,743 620,543 9.7 % 9.7 %
 
Goods:
Third party 12,211 (4 ) 12,207 12,951 (5.7 ) % (5.7 ) %
Direct   419,181         419,181     416,867   0.6 % 0.6 %

Total

431,392 (4 ) 431,388 429,818 0.4 % 0.4 %
       
Total gross billings $ 1,112,106   $ 25   $ 1,112,131   $ 1,050,361   5.9 % 5.9 %
 
The effect on EMEA's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows:
 
At Avg. Q4

2015 Rates (1)

Exchange

Rate

Effect (2)

December 31, 2016

As Reported

December 31, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 192,321 $ (11,909 ) $ 180,412 $ 197,445 (8.6 ) % (2.6 ) %
 
Travel:
Third party   56,419     (805 )   55,614     59,836   (7.1 ) % (5.7 ) %
Total services 248,740 (12,714 ) 236,026 257,281 (8.3 ) % (3.3 ) %
 
Goods:
Third party 43,041 (2,467 ) 40,574 83,295 (51.3 ) % (48.3 ) %
Direct   169,685     (2,375 )   167,310     146,571   14.1 % 15.8 %
Total 212,726 (4,842 ) 207,884 229,866 (9.6 ) % (7.5 ) %
       
Total gross billings $ 461,466   $ (17,556 ) $ 443,910   $ 487,147   (8.9 ) % (5.3 ) %
 
The effect on Rest of World's gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows:
 
At Avg. Q4

2015 Rates (1)

Exchange

Rate

Effect (2)

December 31, 2016

As Reported

December 31, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 86,184 $ 1,165 $ 87,349 $ 83,430 4.7 % 3.3 %
 
Travel:
Third party   21,397     (663 )   20,734     25,369   (18.3 ) % (15.7 ) %
Total services 107,581 502 108,083 108,799 (0.7 ) % (1.1 ) %
 
Goods:
Third party 28,255 (306 ) 27,949 52,213 (46.5 ) % (45.9 ) %
Direct   8,663     (1,279 )   7,384     8,472   (12.8 ) % 2.3 %
Total 36,918 (1,585 ) 35,333 60,685 (41.8 ) % (39.2 ) %
       
Total gross billings $ 144,499   $ (1,083 ) $ 143,416   $ 169,484   (15.4 ) % (14.7 ) %
 
The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2016 was as follows:
 
At Avg. Q4

2015 Rates (1)

Exchange

Rate

Effect (2)

December 31, 2016

As Reported

December 31, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 869,162 $ (10,717 ) $ 858,445 $ 812,029 5.7 % 7.0 %
 
Travel:
Third party   167,873     (1,466 )   166,407     174,594   (4.7 ) % (3.8 ) %
Total services 1,037,035 (12,183 ) 1,024,852 986,623 3.9 % 5.1 %
 
Goods:
Third party 83,507 (2,777 ) 80,730 148,459 (45.6 ) % (43.8 ) %
Direct   597,529     (3,654 )   593,875     571,910   3.8 % 4.5 %
Total 681,036 (6,431 ) 674,605 720,369 (6.4 ) % (5.5 ) %
       
Total gross billings $ 1,718,071   $ (18,614 ) $ 1,699,457   $ 1,706,992   (0.4 ) % 0.6 %
 
(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 months ended December 31, 2015.
(2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
 
 
The following is a reconciliation of foreign exchange rate neutral same-country gross billings growth for the three months and year ended December 31, 2016 from the comparable prior year period:
 
Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Y/Y %

Growth

Year Ended December 31, 2016 Year Ended December 31, 2015 Y/Y %

Growth

Gross billings as reported $ 1,699,457 $ 1,706,992 (0.4 )% $ 6,096,504 $ 6,255,540 (2.5 )%
Less: Gross billings from countries where Groupon no longer operates (5,038 ) (34,490 ) (53,046 ) (233,865 )
Exchange rate effect (1)   18,578         69,271      
FX neutral same-country gross billings $ 1,712,997   $ 1,672,502   2.4 % $ 6,112,729   $ 6,021,675   1.5 %
 
(1) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
 
The following is a reconciliation of foreign exchange rate neutral same-country gross billings growth for our EMEA segment for the three months ended December 31, 2016 from the comparable prior year period:
 
Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Y/Y %

Growth

EMEA gross billings as reported $ 443,910 $ 487,147 (8.9 )%
Less: EMEA Gross billings from countries where Groupon no longer operates (1,599 ) (23,306 )
Exchange rate effect (1)   17,499      
FX-neutral same-country gross billings $ 459,810   $ 463,841   (0.9 )%
 
(1) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
 
 
The following is a reconciliation of foreign exchange rate neutral same-country revenue growth for the three months and year ended December 31, 2016 from the comparable prior year period:
 
Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Y/Y %

Growth

Year Ended December 31, 2016 Year Ended December 31, 2015 Y/Y %

Growth

Revenue as reported $ 934,885 $ 917,170 1.9 % $ 3,143,354 $ 3,119,516 0.8 %
Less: Revenue from countries where Groupon no longer operates (2,656 ) (13,297 ) (22,855 ) (85,377 )
Exchange rate effect (1)   8,555         28,055      
FX-neutral same-country revenue $ 940,784   $ 903,873   4.1 % $ 3,148,554   $ 3,034,139   3.8 %
 
(1) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
 
The following is a reconciliation of foreign exchange rate neutral same-country gross profit growth for the three months and year ended December 31, 2016 from the comparable prior year period:
 
Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Y/Y %

Growth

Year Ended December 31, 2016 Year Ended December 31, 2015 Y/Y %

Growth

Gross profit as reported $ 369,870 $ 371,740 (0.5 )% $ 1,356,903 $ 1,385,065 (2.0 )%
Less: Gross profit from countries where Groupon no longer operates (1,511 ) (7,326 ) (12,128 ) (48,212 )
Exchange rate effect (1)   4,801         17,208      
FX-neutral same-country gross profit $ 373,160   $ 364,414   2.4 % $ 1,361,983   $ 1,336,853   1.9 %
 
(1) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.
           
Groupon, Inc.
Supplemental Financial Information and Business Metrics (10)
(financial data in thousands; active customers in millions)
(unaudited)
 
Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016
Segments
North America Segment:
Gross Billings (1):
Local (2) Gross Billings $ 531,154 $ 539,623 $ 542,439 $ 530,768 $ 590,684
Travel Gross Billings   89,389     103,390     105,388     93,564     90,059  
Gross Billings - Services 620,543 643,013 647,827 624,332 680,743
Gross Billings - Goods   429,818     294,061     318,427     296,630     431,388  
Total Gross Billings $ 1,050,361   $ 937,074   $ 966,254   $ 920,962   $ 1,112,131  
Year-over-year growth 11 % 5 % 8 % 6 % 6 %
% Third Party and Other 60 % 70 % 68 % 69 % 62 %
% Direct 40 % 30 % 32 % 31 % 38 %
Gross Billings Trailing Twelve Months (TTM) $ 3,709,797 $ 3,752,894 $ 3,822,892 $ 3,874,651 $ 3,936,421
 
Revenue (3):
Local Revenue $ 184,201 $ 192,153 $ 184,139 $ 176,220 $ 209,799
Travel Revenue   18,390     20,914     21,401     21,241     19,023  
Revenue - Services 202,591 213,067 205,540 197,461 228,822
Revenue - Goods   420,056     287,746     311,382     285,820     421,931  
Total Revenue $ 622,647   $ 500,813   $ 516,922   $ 483,281   $ 650,753  
Year-over-year growth 13 % 4 % 7 % 4 % 5 %
% Third Party and Other 33 % 43 % 40 % 41 % 36 %
% Direct 67 % 57 % 60 % 59 % 64 %
Revenue TTM $ 2,047,742 $ 2,068,673 $ 2,104,313 $ 2,123,663 $ 2,151,769
 
Gross Profit (4):
Local Gross Profit $ 159,745 $ 164,018 $ 158,812 $ 152,873 $ 185,280
% of North America Local Gross Billings 30.1 % 30.4 % 29.3 % 28.8 % 31.4 %
Travel Gross Profit 15,207 15,712 16,334 17,257 15,052
% of North America Travel Gross Billings   17.0 %   15.2 %   15.5 %   18.4 %   16.7 %
Gross Profit - Services 174,952 179,730 175,146 170,130 200,332
% of North America Services Gross Billings 28.2 % 28.0 % 27.0 % 27.2 % 29.4 %
Gross Profit - Goods 44,329 36,213 42,028 31,531 50,437
% of North America Goods Gross Billings   10.3 %   12.3 %   13.2 %   10.6 %   11.7 %
Total Gross Profit $ 219,281   $ 215,943   $ 217,174   $ 201,661   $ 250,769  
Year-over-year growth 12 % 11 % 10 % 5 % 14 %
% Third Party and Other 81 % 84 % 82 % 85 % 81 %
% Direct 19 % 16 % 18 % 15 % 19 %
% of North America Total Gross Billings 20.9 % 23.0 % 22.5 % 21.9 % 22.5 %
 
EMEA Segment:
Gross Billings:
Local Gross Billings $ 197,445 $ 174,033 $ 165,290 $ 158,792 $ 180,412
Travel Gross Billings   59,836     57,201     52,880     57,594     55,614  
Gross Billings - Services 257,281 231,234 218,170 216,386 236,026
Gross Billings - Goods   229,866     160,993     163,139     154,606     207,884  
Total Gross Billings $ 487,147   $ 392,227   $ 381,309   $ 370,992   $ 443,910  
Year-over-year growth (13 )% (15 )% (12 )% (10 )% (9 )%
Year-over-year growth, excluding FX (5) (2 )% (12 )% (12 )% (8 )% (5 )%
% Third Party and Other 70 % 73 % 68 % 68 % 62 %
% Direct 30 % 27 % 32 % 32 % 38 %
Gross Billings TTM $ 1,794,354 $ 1,727,392 $ 1,675,165 $ 1,631,675 $ 1,588,438
 
Revenue:
Local Revenue $ 73,225 $ 61,886 $ 60,616 $ 58,581 $ 60,600
Travel Revenue   11,681     11,178     10,709     12,866     11,156  
Revenue - Services 84,906 73,064 71,325 71,447 71,756
Revenue - Goods   163,420     115,906     126,980     125,126     171,592  
Total Revenue $ 248,326   $ 188,970   $ 198,305   $ 196,573   $ 243,348  
Year-over-year growth (9 )% (13 )% (3 )% (1 )% (2 )%
Year-over-year growth, excluding FX 3 % (10 )% (3 )% - % 1 %
% Third Party and Other 41 % 44 % 39 % 39 % 31 %
% Direct 59 % 56 % 61 % 61 % 69 %
Revenue TTM $ 867,880 $ 840,630 $ 834,888 $ 832,174 $ 827,196
 
Gross Profit:
Local Gross Profit $ 68,966 $ 58,263 $ 56,849 $ 54,467 $ 56,603
% of EMEA Local Gross Billings 34.9 % 33.5 % 34.4 % 34.3 % 31.4 %
Travel Gross Profit 10,732 10,215 9,784 11,882 10,247
% of EMEA Travel Gross Billings   17.9 %   17.9 %   18.5 %   20.6 %   18.4 %
Gross Profit - Services 79,698 68,478 66,633 66,349 66,850
% of EMEA Services Gross Billings 31.0 % 29.6 % 30.5 % 30.7 % 28.3 %
Gross Profit - Goods 43,026 26,412 23,525 18,710 25,449
% of EMEA Goods Gross Billings   18.7 %   16.4 %   14.4 %   12.1 %   12.2 %
Total Gross Profit $ 122,724   $ 94,890   $ 90,158   $ 85,059   $ 92,299  
Year-over-year growth (14 )% (18 )% (13 )% (18 )% (25 )%
% Third Party and Other 77 % 82 % 79 % 83 % 76 %
% Direct 23 % 18 % 21 % 17 % 24 %
% of EMEA Total Gross Billings 25.2 % 24.2 % 23.6 % 22.9 % 20.8 %
 
Rest of World Segment:
Gross Billings:
Local Gross Billings $ 83,430 $ 75,294 $ 84,581 $ 80,318 $ 87,349
Travel Gross Billings   25,369     23,928     22,300     24,166     20,734  
Gross Billings - Services 108,799 99,222 106,881 104,484 108,083
Gross Billings - Goods   60,685     43,487     38,438     35,717     35,333  
Total Gross Billings $ 169,484   $ 142,709   $ 145,319   $ 140,201   $ 143,416  
Year-over-year growth (21 )% (28 )% (27 )% (24 )% (15 )%
Year-over-year growth, excluding FX (7 )% (17 )% (21 )% (23 )% (15 )%
% Third Party and Other 95 % 95 % 95 % 95 % 95 %
% Direct 5 % 5 % 5 % 5 % 5 %
Gross Billings TTM $ 751,389 $ 695,263 $ 641,361 $ 597,713 $ 571,645
 
Revenue:
Local Revenue $ 22,229 $ 22,082 $ 22,461 $ 21,876 $ 22,069
Travel Revenue   5,098     5,049     4,321     5,075     4,424  
Revenue - Services 27,327 27,131 26,782 26,951 26,493
Revenue - Goods   18,870     15,057     14,021     13,663     14,291  
Total Revenue $ 46,197   $ 42,188   $ 40,803   $ 40,614   $ 40,784  
Year-over-year growth (23 )% (22 )% (23 )% (19 )% (12 )%
Year-over-year growth, excluding FX (8 )% (8 )% (14 )% (15 )% (8 )%
% Third Party and Other 82 % 85 % 82 % 84 % 82 %
% Direct 18 % 15 % 18 % 16 % 18 %
Revenue TTM $ 203,894 $ 191,828 $ 179,565 $ 169,802 $ 164,389
 
Gross Profit:
Local Gross Profit $ 18,889 $ 18,771 $ 18,739 $ 18,645 $ 19,245
% of Rest of World Local Gross Billings 22.6 % 24.9 % 22.2 % 23.2 % 22.0 %
Travel Gross Profit 4,040 3,997 3,240 3,962 3,502
% of Rest of World Travel Gross Billings   15.9 %   16.7 %   14.5 %   16.4 %   16.9 %
Gross Profit - Services 22,929 22,768 21,979 22,607 22,747
% of Rest of World Services Gross Billings 21.1 % 22.9 % 20.6 % 21.6 % 21.0 %
Gross Profit - Goods 6,806 5,727 4,277 4,790 4,055
% of Rest of World Goods Gross Billings   11.2 %   13.2 %   11.1 %   13.4 %   11.5 %
Total Gross Profit $ 29,735   $ 28,495   $ 26,256   $ 27,397   $ 26,802  
Year-over-year growth (23 )% (24 )% (28 )% (20 )% (10 )%
% Third Party and Other 99 % 100 % 99 % 100 % 102 %
% Direct 1 % - % 1 % - % (2 )%
% of Rest of World Total Gross Billings 17.5 % 20.0 % 18.1 % 19.5 % 18.7 %
 
Consolidated Results of Operations:
Gross Billings:
Local Gross Billings $ 812,029 $ 788,950 $ 792,310 $ 769,878 $ 858,445
Travel Gross Billings   174,594     184,519     180,568     175,324     166,407  
Gross Billings - Services 986,623 973,469 972,878 945,202 1,024,852
Gross Billings - Goods   720,369     498,541     520,004     486,953     674,605  
Total Gross Billings $ 1,706,992   $ 1,472,010   $ 1,492,882   $ 1,432,155   $ 1,699,457  
Year-over-year growth (1 )% (5 )% (2 )% (2 )% - %
Year-over-year growth, excluding FX 4 % (3 )% (2 )% (2 )% 1 %
% Third Party and Other 66 % 73 % 71 % 71 % 65 %
% Direct 34 % 27 % 29 % 29 % 35 %
Gross Billings TTM $ 6,255,540 $ 6,175,549 $ 6,139,418 $ 6,104,039 $ 6,096,504
Year-over-year growth - % (1 )% (2 )% (3 )% (3 )%
 
Revenue:
Local Revenue $ 279,655 $ 276,121 $ 267,216 $ 256,677 $ 292,468
Travel Revenue   35,169     37,141     36,431     39,182     34,603  
Revenue - Services 314,824 313,262 303,647 295,859 327,071
Revenue - Goods   602,346     418,709     452,383     424,609     607,814  
Total Revenue $ 917,170   $ 731,971   $ 756,030   $ 720,468   $ 934,885  
Year-over-year growth 4 % (2 )% 2 % 1 % 2 %
Year-over-year growth, excluding FX 9 % (1 )% 3 % 2 % 3 %
% Third Party and Other 38 % 46 % 42 % 43 % 36 %
% Direct 62 % 54 % 58 % 57 % 64 %
Revenue TTM $ 3,119,516 $ 3,101,131 $ 3,118,766 $ 3,125,639 $ 3,143,354
Year-over-year growth 3 % 1 % - % 1 % 1 %
 
Gross Profit:
Local Gross Profit $ 247,600 $ 241,052 $