Groupon, Inc.
May 14, 2012
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Groupon Announces First Quarter 2012 Results

CHICAGO--(BUSINESS WIRE)-- Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the first quarter 2012.

Revenue increased 89% to $559.3 million in the first quarter 2012, compared with $295.5 million in the first quarter 2011. Gross billings, which reflects the gross amounts collected from customers for Groupons sold, excluding any applicable taxes and net of estimated refunds, increased 103% to $1.35 billion in the first quarter 2012, compared with $668.2 million in the first quarter 2011.

Operating income was $39.6 million in the first quarter 2012, which includes an expense of $28.0 million related to non-cash stock-based compensation. This compares with a loss from operations of $117.1 million in the first quarter 2011, which included stock-based expense of $18.9 million.

"We are pleased to report a record quarter that demonstrates our progress in unlocking the opportunity in local commerce for merchants and customers worldwide," said Andrew Mason, CEO of Groupon.

Operating cash flow increased 367% to $83.7 million, compared with $17.9 million for the prior-year quarter. Free cash flow, a non-GAAP financial measure, was $70.6 million for the first quarter 2012. At the end of the quarter, Groupon had $1.2 billion in cash and cash equivalents and no long-term debt.

First quarter 2012 net loss attributable to common stockholders improved to $11.7 million, or a loss of $0.02 per share, from a net loss attributable to common stockholders of $146.5 million, or a loss of $0.48 per share, in the first quarter 2011. The net loss in the first quarter 2012 included $34.6 million in tax expense, or $0.05 per share. Non-GAAP earnings per share attributable to common stockholders for the first quarter 2012 improved to $0.02 versus a non-GAAP loss per share attributable to common stockholders of $0.41 for the first quarter 2011.

 
Groupon, Inc.
Summary Consolidated and Segment Results
 
  Three Months Ended  
March 31, Y/Y %
  Y/Y% Growth
2011 2012 Growth

excluding FX(2)

(dollars in thousands, except
per share data)

(unaudited) (unaudited)
(Restated)(1)
Revenue (gross billings of $668,174 and $1,354,800 respectively)
North America $ 136,612 $ 238,565 74.6 % 74.9 %
International   158,911     320,718   101.8 % 111.9 %
Consolidated revenue

$

295,523   $ 559,283   89.3 % 94.8 %
 
Operating (loss) income $ (117,148 ) $ 39,639 N/A N/A
Segment operating (loss) income
North America $ (21,778 ) $ 40,172 N/A N/A
International $ (76,506 ) $ 27,418 N/A N/A
 
Net loss attributable to common stockholders $ (146,480 ) $ (11,695 ) 92.0 % 92.5 %

Non-GAAP net (loss) income attributable to common stockholders(3)

$ (127,616 ) $ 16,256 N/A N/A
 
Net loss per share attributable to common stockholders $ (0.48 ) $ (0.02 )
Non-GAAP net (loss) income per share attributable to common stockholders (3) $ (0.41 ) $ 0.02
 
Weighted average basic shares 307,849,412 644,097,375
Weighted average diluted shares 307,849,412 644,097,375
Weighted average diluted shares for non-GAAP (loss) income per share (4) 307,849,412 663,665,615
 
(1) The Company restated the Condensed Consolidated Statements of Operations for the three months ended March 31, 2011, included in the Form S-1 filed with the SEC on June 2, 2011, to correct for an error in its presentation of revenue. Most significantly, the Company restated its reporting of revenues from Groupons to be net of the amounts related to merchant fees. Historically, the Company reported the gross amounts billed to its subscribers as revenue. The Condensed Consolidated Statement of Operations for the three months ended March 31, 2011, was restated to show the net amount the Company retains after paying the merchant fees. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in cost of revenue in those periods. The change in presentation had no effect on pre-tax loss, net loss or any per share amounts for the period.
(2) Represents change in financial measures that would have resulted had average exchange rates in the reported period been the same as those in effect in the three months ended March 31, 2011.
(3) Non-GAAP net (loss) income attributable to common stockholders is a non-GAAP financial measure. This measure excludes stock-based compensation and acquisition-related costs. See ‘‘Non-GAAP Financial Measures'' for a reconciliation of this measure to the most applicable financial measure under U.S. GAAP.
(4) The weighted-average diluted shares outstanding is calculated using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock units and restricted shares, as calculated using the treasury stock method.
 

Highlights

Second Quarter 2012 Outlook

Revenue for the second quarter 2012 is expected to be between $550 million and $590 million, an increase of between 40% and 50% compared with the second quarter 2011.

Income from operations for the second quarter 2012 is expected to be between $25 million and $45 million, compared with a loss from operations of $101.0 million in the second quarter 2011. This outlook includes approximately $35 million of stock-based compensation. Our outlook further assumes no acquisitions or investments, or material changes in foreign exchange rates.

A conference call will be webcast live today at 4:00 p.m. CT/5:00 p.m. ET, and will be available on Groupon's investor relations website at http://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company's financial and operating results.

Extension of Lock-Up Period

As previously reported, in connection with Company's initial public offering, the underwriters and certain holders of Groupon common stock entered into agreements restricting the sale or transfer of shares of common stock during the 180-day period following the closing of the IPO. These agreements provide for an automatic extension in the event the Company announced that it would release earnings or other material news within the 16-day period following the originally-scheduled expiration of the agreements. These agreements were originally scheduled to expire on May 2, 2012. As a result of today's earnings release, the lock-up agreements described above will now expire on June 1, 2012, with June 1, 2012, being the first day such shares are eligible for sale or transfer.

Non-GAAP Financial Measures

This release includes the following non-GAAP financial measures: free cash flow and non-GAAP net (loss) income attributable to common stockholders. In the Supplemental Financial Information Table and Business Metrics, we also include operating income and operating margin, in each case excluding stock-based compensation and acquisition-related expenses. Free cash flow and non-GAAP net (loss) income attributable to common stockholders may be different from similar measures used by other companies. Groupon believes that these non-GAAP measures are useful because they provide for more meaningful comparisons of period-to-period results by excluding certain non-cash charges that Groupon believes are not driven by core operating results. However, these non-GAAP measures are not intended to be a substitute for cash flows from operations or net income, and are not intended to represent the total increase or decrease in Groupon's cash balance for the applicable period. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. For a reconciliation of these non-GAAP financial measures to the nearest comparable U.S. GAAP measures, see "Reconciliation of Non-GAAP Financial Measures" included in this release.

Free cash flow represents operating cash flow less purchases of property and equipment. Non-GAAP net income excludes from GAAP net income stock-based compensation and acquisition-related expenses. The non-GAAP measures included in this release are adjusted by excluding the items below:

Property and Equipment: Purchases of property and equipment are subtracted from operating cash flow in the calculation of free cash flow because Groupon believes that this is more aligned with an analysis of ongoing business operations, as purchases of fixed assets, software developed for internal use, and website development costs are necessary components of ongoing operations.

Stock-based compensation expense: Stock-based compensation is excluded because it is a non-cash expense. It is, however, reflected in earnings per share, as it is incorporated in sharecount.

Acquisition-related expense: Acquisition-related costs that are non-cash in nature are excluded. The timing and nature of these expenses are unpredictable, and Groupon believes that they do not provide for meaningful period-to-period comparisons.

Included in the tables below are reconciliations of each of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Note on Forward Looking Statements

The statements in this release that refer to plans and expectations for the next quarter or the future are forward-looking statements that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The risks and uncertainties that could cause results to differ materially from those included in the forward-looking statements include, but are not limited to, Groupon's ability to continue to expand the business and continue revenue growth; risks related to Groupon's business strategy; Groupon's ability to manage the growth of the organization; responding to changes in the markets in which Groupon competes for business; retaining existing merchant partners and adding new merchant partners; competing against smaller competitors and competitors with more financial resources; developing new product and service offerings that are appealing to customers; maintaining a strong brand; effectively dealing with challenges arising from Groupon's international operations; integrating Groupon's technology platforms; managing refund risks; retaining the executive team; litigation; regulations, including the CARD Act and regulation of the Internet; tax liabilities; tax legislation; maintaining Groupon's information technology infrastructure; security breaches; protecting Groupon's intellectual property; handling acquisitions, joint ventures and strategic investments effectively; seasonality; payment-related risks; customer and merchant partner fraud; global economic uncertainty; compliance with rules and regulations associated with being a public company; and Groupon's ability to raise capital if necessary. Groupon urges you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K, and, when available, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, 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 May 14, 2012. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this earnings release to conform these statements to actual results or to changes in its expectations.

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 Code of Business Conduct and Ethics), and select press releases and social media postings.

 
Groupon, Inc.
Consolidated Statement of Cash Flows
 
  Three Months Ended March 31,
2011   2012
(unaudited) (unaudited)
Net cash provided by operating activities $ 17,940 $ 83,714
Net cash used in investing activities (44,294 ) (46,444 )
Net cash provided by (used in) financing activities 112,106 (8,275 )
Effect of exchange rate changes on cash and cash equivalents   4,103     9,059  
Net increase in cash and cash equivalents 89,855 38,054
Cash and cash equivalents, beginning of period   118,833     1,122,935  
Cash and cash equivalents, end of period $ 208,688   $ 1,160,989  
 
Groupon, Inc.
Consolidated Statements of Operations
  Three Months Ended
March 31,
2011   2012

(dollars in thousands, except per
share data)

(unaudited) (unaudited)
(Restated)(1)
Revenue (gross billings of $668,174 and $1,354,800 respectively) $ 295,523 $ 559,283
Costs and expenses:
Cost of revenue 39,765