Groupon, Inc.
Oct 26, 2016
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Groupon Announces Third Quarter 2016 Results

Added 1.2 million net new customers and achieved double digit billings growth in North America Local

CHICAGO--(BUSINESS WIRE)-- Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended September 30, 2016.

"Our strategy continues to deliver results with double-digit growth in North America local billings and our highest quarter for customer acquisition in over three years," said Groupon CEO Rich Williams. "We are looking forward to a strong finish to the year and further progress on our mission to make Groupon a daily habit for consumers."

Third Quarter 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.

Highlights

Acquisition of LivingSocial

On October 24, 2016, Groupon entered into an agreement to acquire all of the outstanding shares of LivingSocial, Inc. The acquisition is expected to close by early November 2016, subject to satisfaction of customary closing conditions. The acquisition consideration is not material.

Share Repurchase

During the third quarter 2016, Groupon repurchased 5,213,778 shares of its Class A common stock for an aggregate purchase price of $24.6 million. Up to $244.7 million of Class A common stock was available for repurchase under Groupon's share repurchase program as of September 30, 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's outlook for 2016 reflects current foreign exchange rates, as well as expected marketing investments, stabilizing trends in Shopping, the acquisition of LivingSocial, potential disruption related to country exits, and cost benefits associated with our streamlining initiatives.

Groupon is raising its revenue guidance range to between $3.075 and $3.150 billion for the full year, and narrowing its expected 2016 Adjusted EBITDA range to between $150.0 million and $165.0 million.

Conference Call

A conference call will be webcast live today at 4:00 p.m. CDT / 5:00 p.m. EDT, 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. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP net income loss attributable to common stockholders, non-GAAP earnings loss per share and free cash flow. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding Groupon's current financial performance and its 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, 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.

Items That Are Unusual in Nature or Infrequently Occurring. During the three and nine months ended September 30, 2016 and 2015, items that we believe to be unusual in nature or infrequently occurring were gains from business dispositions and charges related to our restructuring plan. During the three and nine months ended September 30, 2015, items that we believe to be unusual in nature or infrequently occurring 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 items that are unusual in nature or infrequently occurring because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons to 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 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 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 liquidity 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.

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. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments and the impact of our shift away from lower margin products in our Goods category; 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, including as we increase our marketing spend and shift away from lower margin products in our Goods category; 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, 2015, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 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 October 26, 2016. 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, see, eat 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 nine months ended September 30, 2015. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.
               
Three Months Ended September 30, Y/Y % Growth FX Effect(2)

Y/Y % Growth excluding

FX(2)

Nine Months Ended September 30, Y/Y % Growth FX Effect(2) Y/Y % Growth excluding

FX(2)

2016

2015 2016 2015
Gross Billings(1):
North America $ 920,962 $ 869,203 6.0 % $ 17 6.0 % $ 2,824,290 $ 2,659,436 6.2 % $ (1,085 ) 6.2 %
EMEA 370,992 414,482 (10.5 ) (8,371 ) (8.5 ) 1,144,528 1,307,207 (12.4 ) (20,595 ) (10.9 )
Rest of World   140,201     183,849   (23.7 )   (1,802 ) (22.8 )   428,229     581,905   (26.4 )   (35,628 ) (20.3 )
Consolidated gross billings $ 1,432,155   $ 1,467,534   (2.4 )% $ (10,156 ) (1.7 )% $ 4,397,047   $ 4,548,548   (3.3 )% $ (57,308 ) (2.1 )%
 
Revenue:
North America $ 483,281 $ 463,931 4.2 % $ 4 4.2 % $ 1,501,016 $ 1,425,095 5.3 % $ (260 ) 5.3 %
EMEA 196,573 199,287 (1.4 ) (2,718 ) 583,848 619,554 (5.8 ) (7,626 ) (4.5 )
Rest of World   40,614     50,377   (19.4 )   (1,976 ) (15.5 )   123,605     157,697   (21.6 )   (14,576 ) (12.4 )
Consolidated revenue $ 720,468   $ 713,595   1.0 % $ (4,690 ) 1.6 % $ 2,208,469   $ 2,202,346   0.3 % $ (22,462 ) 1.3 %
 
Income (loss) from operations $ (26,685 ) $ (70,423 ) 62.1 % $ (562 ) 62.9 % $ (117,187 ) $ (74,354 ) (57.6 )% $ (1,005 ) (56.3 )%
 
Income (loss) from continuing operations $ (35,792 ) $ (24,613 ) $ (133,119 ) $ (56,619 )
 
Income (loss) from discontinued operations, net of tax $ $ $ $ 133,463
 
Net income (loss) attributable to Groupon, Inc. $ (37,976 ) $ (27,615 ) $ (141,999 ) $ 67,196
 
Basic net income (loss) per share:
Continuing operations $ (0.07 ) $ (0.04 ) $ (0.25 ) $ (0.10 )
Discontinued operations               0.20  
Basic net income (loss) per share $ (0.07 ) $ (0.04 ) $ (0.25 ) $ 0.10  
 
Diluted net income (loss) per share:
Continuing operations $ (0.07 ) $ (0.04 ) $ (0.25 ) $ (0.10 )
Discontinued operations               0.20  
Diluted net income (loss) per share $ (0.07 ) $ (0.04 ) $ (0.25 ) $ 0.10  
 
Weighted average number of shares outstanding
Basic 575,216,191 644,894,785 578,290,291 664,302,630
Diluted 575,216,191 644,894,785 578,290,291 664,302,630
(1)   Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2) Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three and nine months ended September 30, 2015.
Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
               
Three Months Ended September 30,   Nine Months Ended September 30,
2016  

2015 (1)

  2016  

2015 (1)

Operating activities
Net income (loss) $ (35,792 ) $ (24,613 ) $ (133,119 ) $ 76,844
Less: Income (loss) from discontinued operations, net of tax               133,463  
Income (loss) from continuing operations (35,792 ) (24,613 ) (133,119 ) (56,619 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software 28,845 30,475 88,697 84,241
Amortization of acquired intangible assets 4,408 5,160 13,643 14,966
Stock-based compensation 26,442 35,575 94,750 109,204
Restructuring-related long-lived asset impairments 345 45 345
Gains on business dispositions (2,060 ) (13,710 ) (11,399 ) (13,710 )
Deferred income taxes (1,288 ) (15,202 ) (6,436 ) (15,252 )
(Gain) loss, net from changes in fair value of contingent consideration (162 ) 435 4,130 (268 )
(Gain) loss from changes in fair value of investments 1,594 2,564 7,301 2,114
Amortization of debt discount on convertible senior notes 2,458 4,854
Change in assets and liabilities, net of acquisitions:
Restricted cash 361 1,392 (332 ) 4,555
Accounts receivable (4,798 ) 16,635 (3,593 ) 6,353
Prepaid expenses and other current assets 44,266 (33,366 ) 10,738 (39,813 )
Accounts payable 2,831 5,371 (4,326 ) (944 )
Accrued merchant and supplier payables (46,354 ) (51,319 ) (171,816 ) (101,852 )
Accrued expenses and other current liabilities (51,854 ) 51,169 (47,919 ) 57,214
Other, net   (9,719 )   (18,551 )   (16,775 )   (1,242 )
Net cash provided by (used in) operating activities from continuing operations (40,822 ) (7,640 ) (171,557 ) 49,292
Net cash provided by (used in) operating activities from discontinued operations       (19,205 )       (36,578 )
Net cash provided by (used in) operating activities   (40,822 )   (26,845 )   (171,557 )   12,714  
 
Net cash provided by (used in) investing activities from continuing operations (12,088 ) (98,028 ) (51,719 ) (146,012 )
Net cash provided by (used in) investing activities from discontinued operations               244,470  
Net cash provided by (used in) investing activities   (12,088 )   (98,028 )   (51,719 )   98,458  
       
Net cash provided by (used in) financing activities   (38,342 )   (14,793 )   52,868     (192,188 )
 
Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale   867     (6,923 )   6,793     (27,338 )
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale (90,385 ) (146,589 ) (163,615 ) (108,354 )
Less: Net increase (decrease) in cash classified within current assets held for sale               (55,279 )
Net increase (decrease) in cash and cash equivalents (90,385 ) (146,589 ) (163,615 ) (53,075 )
Cash and cash equivalents, beginning of period   780,132     1,110,148     853,362     1,016,634  
Cash and cash equivalents, end of period $ 689,747   $ 963,559   $ 689,747   $ 963,559  

(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 a decrease to net cash provided by (used in) operating activities and net cash used in financing activities of $0.03 million for the three months ended September 30, 2015, and increases to net cash provided by (used in) operating activities and net cash used in financing activities of $6.2 million for the nine months ended September 30, 2015.

Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
 
  Three Months Ended September 30,   Nine Months Ended September 30,
2016   2015 2016   2015
Revenue:
Third party and other $ 309,836 $ 326,306 $ 962,533 $ 1,027,273
Direct   410,632     387,289     1,245,936     1,175,073  
Total revenue   720,468     713,595     2,208,469     2,202,346  
Cost of revenue:
Third party and other 40,419 46,050 131,000 145,292
Direct   365,932     338,633     1,090,436     1,043,729  
Total cost of revenue   406,351     384,683     1,221,436     1,189,021  
Gross profit   314,117     328,912     987,033     1,013,325  
Operating expenses:
Marketing 87,858 61,587 269,616 171,127
Selling, general and administrative 253,554 326,248 811,710 904,816
Restructuring charges 1,459 24,146 29,988 24,146
Gains on business dispositions (2,060 ) (13,710 ) (11,399 ) (13,710 )
Acquisition-related expense (benefit), net   (9 )   1,064     4,305     1,300  
Total operating expenses   340,802     399,335     1,104,220     1,087,679  
Income (loss) from operations (26,685 ) (70,423 ) (117,187 ) (74,354 )
Other income (expense), net (1)   (7,028 )   (8,160 )   (14,303 )   (25,146 )
Income (loss) from continuing operations before provision (benefit) for income taxes (33,713 ) (78,583 ) (131,490 ) (99,500 )
Provision (benefit) for income taxes   2,079     (53,970 )   1,629     (42,881 )
Income (loss) from continuing operations (35,792 ) (24,613 ) (133,119 ) (56,619 )
Income (loss) from discontinued operations, net of tax               133,463  
Net income (loss) (35,792 ) (24,613 ) (133,119 ) 76,844
Net income attributable to noncontrolling interests   (2,184 )   (3,002 )   (8,880 )   (9,648 )
Net income (loss) attributable to Groupon, Inc. $ (37,976 ) $ (27,615 ) $ (141,999 ) $ 67,196  
 
Basic net income (loss) per share:
Continuing operations $ (0.07 ) $ (0.04 ) $ (0.25 ) $ (0.10 )
Discontinued operations               0.20  
Basic net income (loss) per share $ (0.07 ) $ (0.04 ) $ (0.25 ) $ 0.10  
 
Diluted net income (loss) per share:
Continuing operations $ (0.07 ) $ (0.04 ) $ (0.25 ) $ (0.10 )
Discontinued operations               0.20  
Diluted net income (loss) per share $ (0.07 ) $ (0.04 ) $ (0.25 ) $ 0.10  
 
Weighted average number of shares outstanding
Basic 575,216,191 644,894,785 578,290,291 664,302,630
Diluted 575,216,191 644,894,785 578,290,291 664,302,630
(1)   Other income (expense), net includes foreign currency gains (losses), net of $0.2 million and $(5.2 million) for the three months ended September 30, 2016 and 2015, respectively, and foreign currency gains (losses), net of $5.4 million and $(22.1 million) for the nine months ended September 30, 2016 and 2015, respectively.
Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
   
September 30, 2016 December 31, 2015
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 689,747 $ 853,362
Accounts receivable, net 74,047 68,175
Prepaid expenses and other current assets   145,280     153,705  
Total current assets 909,074 1,075,242
Property, equipment and software, net 179,987 198,897
Goodwill 289,856 287,332
Intangible assets, net 25,475 36,483
Investments (including $150,532 and $163,675 at September 30, 2016 and December 31, 2015, respectively, at fair value) 180,617 178,236
Deferred income taxes 4,242 3,454
Other non-current assets   24,290     16,620  
Total Assets $ 1,613,541   $ 1,796,264  
Liabilities and Equity
Current liabilities:
Accounts payable $ 21,833 $ 24,590
Accrued merchant and supplier payables 608,939 776,211
Accrued expenses and other current liabilities   353,696     402,724  
Total current liabilities 984,468 1,203,525
 
Convertible Senior Notes, Net 176,473
Deferred income taxes 6,840 8,612
Other non-current liabilities   113,604     113,540  
Total Liabilities   1,281,385     1,325,677  
Commitments and contingencies
Stockholders' Equity
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 730,849,600 shares issued and 571,551,487 shares outstanding at September 30, 2016 and 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 73 72
Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at September 30, 2016 and December 31, 2015
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at September 30, 2016 and December 31, 2015
Additional paid-in capital 2,094,975 1,964,453
Treasury stock, at cost, 159,298,113 shares at September 30, 2016 and 128,468,165 shares at December 31, 2015 (757,520 ) (645,041 )
Accumulated deficit (1,046,422 ) (901,292 )
Accumulated other comprehensive income (loss)   40,132     51,206  
Total Groupon, Inc. Stockholders' Equity 331,238 469,398
Noncontrolling interests   918     1,189  
Total Equity   332,156     470,587  
Total Liabilities and Equity $ 1,613,541   $ 1,796,264  
Groupon, Inc.
Segment Information
(in thousands)
(unaudited)
       
Three Months Ended September 30, Nine Months Ended September 30,
2016 2015 2016 2015
North America
Gross billings (1) $ 920,962 $ 869,203 $ 2,824,290 $ 2,659,436
Revenue $ 483,281 $ 463,931 $ 1,501,016 $ 1,425,095
Segment cost of revenue and operating expenses (2) (3) (4)   483,036     494,843     1,510,731     1,404,472  
Segment operating income (loss) (2) $ 245 $ (30,912 ) $ (9,715 ) $ 20,623
Segment operating income (loss) as a percent of segment gross billings - % (3.6 )% (0.3 )% 0.8 %
Segment operating income (loss) as a percent of segment revenue 0.1 % (6.7 )% (0.6 )% 1.4 %
 
EMEA
Gross billings (1) $ 370,992 $ 414,482 $ 1,144,528 $ 1,307,207
Revenue $ 196,573 $ 199,287 $ 583,848 $ 619,554
Segment cost of revenue and operating expenses (2)(4)(5)   192,692     195,397     570,294     586,343  
Segment operating income (loss) (2) $ 3,881 $ 3,890 $ 13,554 $ 33,211
Segment operating income (loss) as a percent of segment gross billings 1.0 % 0.9 % 1.2 % 2.5 %
Segment operating income (loss) as a percent of segment revenue 2.0 % 2.0 % 2.3 % 5.4 %
 
Rest of World
Gross billings (1) $ 140,201 $ 183,849 $ 428,229 $ 581,905
Revenue $ 40,614 $ 50,377 $ 123,605 $ 157,697
Segment cost of revenue and operating expenses (2) (4)   45,284     57,282     146,247     175,542  
Segment operating income (loss) (2) $ (4,670 ) $ (6,905 ) $ (22,642 ) $ (17,845 )
Segment operating income (loss) as a percent of segment gross billings (3.3 )% (3.8 )% (5.3 )% (3.1 )%
Segment operating income (loss) as a percent of segment revenue (11.5 )% (13.7 )% (18.3 )% (11.3 )%
(1)   Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.
(3) Segment cost of revenue and operating expenses for North America for the three and nine months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter, which was subsequently settled.
(4) Segment cost of revenue and operating expenses for the three months ended September 30, 2016 includes restructuring charges of $1.0 million in North America, $(0.2) million in EMEA and $0.7 million in Rest of World. Segment cost of revenue and operating expenses for the nine months ended September 30, 2016 includes restructuring charges of $6.8 million in North America (which excludes $2.6 million of stock-based compensation), $13.9 million in EMEA (which excludes $2.1 million of stock-based compensation) and $4.6 million in Rest of World (which excludes $0.02 million of stock-based compensation). Segment cost of revenue and operating expenses for the three and nine months ended September 30, 2015 includes restructuring charges of $1.4 million in North America, $19.7 million in EMEA and $3.0 million in Rest of World.
(5) Segment cost of revenue and operating expenses for EMEA for the three and nine months ended September 30, 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."
         
Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
Income (loss) from continuing operations $ (24,613 ) $ (32,552 ) $ (45,596 ) $ (51,731 ) $ (35,792 )
Adjustments:
Stock-based compensation (1) 35,432 32,691 27,976 35,244 26,176
Depreciation and amortization 35,635 33,763 34,797 34,290 33,253
Acquisition-related expense (benefit), net 1,064 557 3,464 850 (9 )
Gains on business dispositions (13,710 ) (9,339 ) (2,060 )
Restructuring charges 24,146 5,422 12,444 16,085 1,459
Prepaid marketing write-off 6,690
Securities litigation expense 37,500
Non-operating expense (income), net 8,160 3,393 (3,486 ) 10,761 7,028
Provision (benefit) for income taxes   (53,970 )   23,736     1,749     (2,199 )   2,079  
Total adjustments   80,947     99,562     76,944     85,692     67,926  
Adjusted EBITDA $ 56,334   $ 67,010   $ 31,348   $ 33,961   $ 32,134  
 

 

(1)   Represents stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.1 million, $0.2 million, $0.2 million, $0.2 million and $0.3 million of additional stock-based compensation for the three months ended September 30, 2015, December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 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, 3016, respectively.
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 and nine months ended September 30, 2016:
 

Three Months Ended

September 30, 2016

 

Nine Months Ended

September 30, 2016

Net income (loss) attributable to common stockholders $ (37,976 ) $ (141,999 )
Stock-based compensation (1) 26,442 90,047
Amortization of acquired intangible assets 4,408 13,643
Acquisition-related expense (benefit), net (9 ) 4,305
Restructuring charges 1,459 29,988
Gains on business dispositions (2,060 ) (11,399 )
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings (2) (3,263 ) (8,377 )
Losses (gains), net from changes in fair value of investments 1,594 7,301
Non-cash interest expense on convertible senior notes 2,458 4,854
Income tax effect of above adjustments   (1,154 )   (7,849 )
Non-GAAP net income (loss) attributable to common stockholders $ (8,101 ) $ (19,486 )
 
Diluted shares 575,216,191 578,290,291
Incremental diluted shares        
Adjusted diluted shares   575,216,191     578,290,291  
 
Diluted net income (loss) per share $ (0.07 ) $ (0.25 )
Per share impact of adjustments and related tax effects   0.06     0.22  
Non-GAAP net income (loss) per share $ (0.01 ) $ (0.03 )

(1)

  Excludes $4.7 million of stock-based compensation classified within restructuring charges for the nine months ended September 30, 2016.

(2)

Foreign currency gains (losses), net for the nine months ended September 30, 2016 includes $0.3 million of net cumulative translation gains 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, "Net income (loss)."
 
Year Ending December 31, 2016
Expected net income (loss) range $(155,394) to $(141,894)
Expected adjustments:
Stock-based compensation 120,000
Depreciation and amortization 136,000
Acquisition-related expense (benefit), net 4,305
Restructuring charges 29,988
Gains on business dispositions (11,399)
Non-operating expense (income), net 20,000
Provision (benefit) for income taxes 6,500 to 8,000
Total expected adjustments $305,394 to $306,894
Expected Adjusted EBITDA range $150,000 to $165,000
The outlook provided above does not reflect the potential impact of any additional restructuring actions that we may decide to pursue, business acquisitions or dispositions, changes in the fair values of investments or contingent consideration, foreign currency gains or losses or other unusual or non-recurring items that may occur during the fourth quarter of 2016.
 
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 September 30, 2016 was as follows:
           
Three Months Ended September 30, 2016 Three Months Ended September 30, 2016
At Avg. Q3 2015

Rates (1)

Exchange Rate

Effect(2)

As

Reported

At Avg. Q2 2016

Rates (3)

Exchange Rate

Effect (2)

As

Reported

Gross billings $ 1,442,311 $ (10,156 ) $ 1,432,155 $ 1,437,017 $ (4,862 ) $ 1,432,155
Revenue 725,158 (4,690 ) 720,468 723,157 (2,689 ) 720,468
Income (loss) from operations $ (26,123 ) $ (562 ) $ (26,685 ) $ (26,481 ) $ (204 ) $ (26,685 )
 
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 nine months ended September 30, 2016 was as follows:
 
Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2016
At Avg. Q3 2015 YTD

Rates (1)

Exchange Rate

Effect (2)

As Reported At Avg. Q4'15-Q2'16

Rates (3)

Exchange Rate

Effect (2)

As Reported
Gross billings $ 4,454,355 $ (57,308 ) $ 4,397,047 $ 4,394,617 $ 2,430 $ 4,397,047
Revenue 2,230,931 (22,462 ) 2,208,469 2,208,022 447 2,208,469
Income (loss) from operations $ (116,182 ) $ (1,005 ) $ (117,187 ) $ (115,292 ) $ (1,895 ) $ (117,187 )
(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 and nine months ended September 30, 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 nine months ended June 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.
         
Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
EMEA Gross billings growth, excluding FX (1 )% (2 )% (12 )% (12 )% (8 )%
FX Effect (14 ) (11 ) (3 )   (2 )
EMEA Gross billings growth (15 )% (13 )% (15 )% (12 )% (10 )%
 
Rest of World Gross billings growth, excluding FX % (7 )% (17 )% (21 )% (23 )%
FX Effect (19 ) (14 ) (11 ) (6 ) (1 )
Rest of World Gross billings growth (19 )% (21 )% (28 )% (27 )% (24 )%
 
Consolidated Gross billings growth, excluding FX 6 % 4 % (3 )% (2 )% (2 )%
FX Effect (8 ) (5 ) (2 )    
Consolidated Gross billings growth (2 )% (1 )% (5 )% (2 )% (2 )%
 
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.
 
Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
EMEA Revenue growth, excluding FX 2 % 3 % (10 )% (3 )% %
FX Effect (15 ) (12 ) (3 )   (1 )
EMEA Revenue growth (13 )% (9 )% (13 )% (3 )% (1 )%
 
Rest of World Revenue growth, excluding FX (5 )% (8 )% (8 )% (14 )% (15 )%
FX Effect (18 ) (15 ) (14 ) (9 ) (4 )
Rest of World Revenue growth (23 )% (23 )% (22 )% (23 )% (19 )%
 
Consolidated Revenue growth, excluding FX 7 % 9 % (1 )% 3 % 2 %
FX Effect (7 ) (5 ) (1 ) (1 ) (1 )
Consolidated Revenue growth % 4 % (2 )% 2 % 1 %
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 September 30, 2016 was as follows:
 
  At Avg. Q3

2015 Rates (1)

  Exchange

Rate

Effect (2)

  September 30, 2016

As Reported

  September 30, 2015

As Reported

  Y/Y %

Growth

  Y/Y% Growth excluding FX
Local:
Third party and other $ 530,760 $ 8 $ 530,768 $ 481,608 10.2 % 10.2 %
 
Travel:
Third party   93,562     2     93,564     101,801 (8.1 )% (8.1 )%
Total services 624,322 10 624,332 583,409 7.0 % 7.0 %
 
Goods:
Third party 12,768 7 12,775 8,686 47.1 % 47.0 %
Direct   283,855         283,855     277,108 2.4 % 2.4 %
Total 296,623 7 296,630 285,794 3.8 % 3.8 %
       
Total gross billings $ 920,945   $ 17   $ 920,962   $ 869,203 6.0 % 6.0 %
 
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 September 30, 2016 was as follows:
 
At Avg. Q3

2015 Rates (1)

Exchange

Rate

Effect (2)

September 30, 2016

As Reported

September 30, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 166,081 $ (7,289 ) $ 158,792 $ 182,540 (13.0 )% (9.0 )%
 
Travel:
Third party   57,510     84     57,594     64,916 (11.3 )% (11.4 )%
Total services 223,591 (7,205 ) 216,386 247,456 (12.6 )% (9.6 )%
 
Goods:
Third party 35,564 (1,295 ) 34,269 63,918 (46.4 )% (44.4 )%
Direct   120,208     129     120,337     103,108 16.7 % 16.6 %
Total 155,772 (1,166 ) 154,606 167,026 (7.4 )% (6.7 )%
       
Total gross billings $ 379,363   $ (8,371 ) $ 370,992   $ 414,482 (10.5 )% (8.5 )%
 
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 September 30, 2016 was as follows:
 
At Avg. Q3

2015 Rates (1)

Exchange

Rate

Effect (2)

September 30, 2016

As Reported

September 30, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 79,716 $ 602 $ 80,318 $ 92,972 (13.6 )% (14.3 )%
 
Travel:
Third party   24,914     (748 )   24,166     30,709 (21.3 )% (18.9 )%
Total services 104,630 (146 ) 104,484 123,681 (15.5 )% (15.4 )%
 
Goods:
Third party 29,457 (180 ) 29,277 53,095 (44.9 )% (44.5 )%
Direct   7,916     (1,476 )   6,440     7,073 (8.9 )% 11.9 %
Total 37,373 (1,656 ) 35,717 60,168 (40.6 )% (37.9 )%
       
Total gross billings $ 142,003   $ (1,802 ) $ 140,201   $ 183,849 (23.7 )% (22.8 )%
 
The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended September 30, 2016 was as follows:
 
At Avg. Q3

2015 Rates (1)

Exchange

Rate

Effect (2)

September 30, 2016

As Reported

September 30, 2015

As Reported

Y/Y %

Growth

Y/Y% Growth excluding FX
Local:
Third party and other $ 776,557 $ (6,679 ) $ 769,878 $ 757,120 1.7 % 2.6 %
 
Travel:
Third party   175,986     (662 )   175,324     197,426 (11.2 )% (10.9 )%
Total services 952,543 (7,341 ) 945,202 954,546 (1.0 )% (0.2 )%
 
Goods:
Third party 77,789 (1,468 ) 76,321 125,699 (39.3 )% (38.1 )%
Direct   411,979     (1,347 )   410,632     387,289 6.0 % 6.4 %
Total 489,768 (2,815 ) 486,953 512,988 (5.1 )% (4.5 )%
       
Total gross billings $ 1,442,311   $ (10,156 ) $ 1,432,155   $ 1,467,534 (2.4 )% (1.7 )%
 
(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 September 30, 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 ended September 30, 2016 from the prior year period:
 
September 30, 2016 September 30, 2015 Y/Y % Growth
Gross billings as reported 1,432,155 1,467,534

(2.4

)%
Less: Gross billings from countries where Groupon no longer operates (763 ) (36,255 )
Exchange rate effect (1)   10,156      
Same-country gross billings $ 1,441,548   $ 1,431,279   0.7 %
 
(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 September 30, 2016 from the prior year period:
 
September 30, 2016 September 30, 2015 Y/Y % Growth
EMEA gross billings as reported 370,992 414,482

(10.5

)%
Less: EMEA Gross billings from countries where Groupon no longer operates - (26,488 )
Exchange rate effect (1)   8,371      
Same-country gross billings $ 379,363   $ 387,994  

(2.2

)%
 
(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 for our EMEA segment for the three months ended September 30, 2016 from the prior year period:
 
September 30, 2016 September 30, 2015 Y/Y % Growth
EMEA revenue as reported 196,573 199,287

(1.4

)%
Less: EMEA revenue from countries where Groupon no longer operates - (11,078 )
Exchange rate effect (1)   2,718      
Same-country revenue $ 199,291   $ 188,209   5.9 %
 
(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 (9)(11)
(financial data in thousands; active customers in millions)
(unaudited)
         
Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016
Segments
North America Segment:
Gross Billings (1):
Local (2) Gross Billings $ 481,608 $ 531,154 $ 539,623 $ 542,439 $ 530,768
Travel Gross Billings   101,801     89,389     103,390     105,388     93,564  
Gross Billings - Services 583,409 620,543 643,013 647,827 624,332
Gross Billings - Goods   285,794     429,818     294,061     318,427     296,630  
Total Gross Billings $ 869,203   $ 1,050,361   $ 937,074   $ 966,254   $ 920,962  
Year-over-year growth 12 % 11 % 5 % 8 % 6 %
% Third Party and Other 68 % 60 % 70 % 68 % 69 %
% Direct 32 % 40 % 30 % 32 % 31 %
Gross Billings Trailing Twelve Months (TTM) $ 3,608,015 $ 3,709,797 $ 3,752,894 $ 3,822,892 $ 3,874,651
 
Revenue (3):
Local Revenue $ 163,786 $ 184,201 $ 192,153 $ 184,139 $ 176,220
Travel Revenue   21,394     18,390     20,914     21,401     21,241  
Revenue - Services 185,180 202,591 213,067 205,540 197,461
Revenue - Goods   278,751     420,056     287,746     311,382     285,820  
Total Revenue $ 463,931   $ 622,647   $ 500,813   $ 516,922   $ 483,281  
Year-over-year growth 11 % 13 % 4 % 7 % 4 %
% Third Party and Other 40 % 33 % 43 % 40 % 41 %
% Direct 60 % 67 % 57 % 60 % 59 %
Revenue TTM $ 1,976,069 $ 2,047,742 $ 2,068,673 $ 2,104,313 $ 2,123,663
 
Gross Profit (4):
Local Gross Profit $ 138,798 $ 159,745 $ 164,018 $ 158,812 $ 152,873
% of North America Local Gross Billings 28.8 % 30.1 % 30.4 % 29.3 % 28.8 %
Travel Gross Profit 17,644 15,207 15,712 16,334 17,257
% of North America Travel Gross Billings   17.3 %   17.0 %   15.2 %   15.5 %   18.4 %
Gross Profit - Services 156,442 174,952 179,730 175,146 170,130
% of North America Services Gross Billings 26.8 % 28.2 % 28.0 % 27.0 % 27.2 %
Gross Profit - Goods 34,801 44,329 36,213 42,028 31,531
% of North America Goods Gross Billings   12.2 %   10.3 %   12.3 %   13.2 %   10.6 %
Total Gross Profit $ 191,243   $ 219,281   $ 215,943   $ 217,174   $ 201,661  
Year-over-year growth 9 % 12 % 11 % 10 % 5 %
% Third Party and Other 83 % 81 % 84 % 82 % 85 %
% Direct 17 % 19 % 16 % 18 % 15 %
% of North America Total Gross Billings 22.0 % 20.9 % 23.0 % 22.5 % 21.9 %
 
EMEA Segment:
Gross Billings:
Local Gross Billings $ 182,540 $ 197,445 $ 174,033 $ 165,290 $ 158,792
Travel Gross Billings   64,916     59,836     57,201     52,880     57,594  
Gross Billings - Services 247,456 257,281 231,234 218,170 216,386
Gross Billings - Goods   167,026     229,866     160,993     163,139     154,606  
Total Gross Billings $ 414,482   $ 487,147   $ 392,227   $ 381,309   $ 370,992  
Year-over-year growth (15 )% (13 )% (15 )% (12 )% (10 )%
Year-over-year growth, excluding FX (5) (1 )% (2 )% (12 )% (12 )% (8 )%
% Third Party and Other 75 % 70 % 73 % 68 % 68 %
% Direct 25 % 30 % 27 % 32 % 32 %
Gross Billings TTM $ 1,867,748 $ 1,794,354 $ 1,727,392 $ 1,675,165 $ 1,631,675
 
Revenue:
Local Revenue $ 70,781 $ 73,225 $ 61,886 $ 60,616 $ 58,581
Travel Revenue   13,561     11,681     11,178     10,709     12,866  
Revenue - Services 84,342 84,906 73,064 71,325 71,447
Revenue - Goods   114,945     163,420     115,906     126,980     125,126  
Total Revenue $ 199,287   $ 248,326   $ 188,970   $ 198,305   $ 196,573  
Year-over-year growth (13 )% (9 )% (13 )% (3 )% (1 )%
Year-over-year growth, excluding FX 2 % 3 % (10 )% (3 )% %
% Third Party and Other 48 % 41 % 44 % 39 % 39 %
% Direct 52 % 59 % 56 % 61 % 61 %
Revenue TTM $ 892,029 $ 867,880 $ 840,630 $ 834,888 $ 832,174
 
Gross Profit:
Local Gross Profit $ 66,288 $ 68,966 $ 58,263 $ 56,849 $ 54,467
% of EMEA Local Gross Billings 36.3 % 34.9 % 33.5 % 34.4 % 34.3 %
Travel Gross Profit 12,323 10,732 10,215 9,784 11,882
% of EMEA Travel Gross Billings   19.0 %   17.9 %   17.9 %   18.5 %   20.6 %
Gross Profit - Services 78,611 79,698 68,478 66,633 66,349
% of EMEA Services Gross Billings 31.8 % 31.0 % 29.6 % 30.5 % 30.7 %
Gross Profit - Goods 24,905 43,026 26,412 23,525 18,710
% of EMEA Goods Gross Billings   14.9 %   18.7 %   16.4 %   14.4 %   12.1 %
Total Gross Profit $ 103,516   $ 122,724   $ 94,890   $ 90,158   $ 85,059  
Year-over-year growth (21 )% (14 )% (18 )% (13 )% (18 )%
% Third Party and Other 86 % 77 % 82 % 79 % 83 %
% Direct 14 % 23 % 18 % 21 % 17 %
% of EMEA Total Gross Billings 25.0 % 25.2 % 24.2 % 23.6 % 22.9 %
 
Rest of World Segment:
Gross Billings:
Local Gross Billings $ 92,972 $ 83,430 $ 75,294 $ 84,581 $ 80,318
Travel Gross Billings   30,709     25,369     23,928     22,300     24,166  
Gross Billings - Services 123,681 108,799 99,222 106,881 104,484
Gross Billings - Goods   60,168     60,685     43,487     38,438     35,717  
Total Gross Billings $ 183,849   $ 169,484   $ 142,709   $ 145,319   $ 140,201  
Year-over-year growth (19 )% (21 )% (28 )% (27 )% (24 )%
Year-over-year growth, excluding FX % (7 )% (17 )% (21 )% (23 )%
% Third Party and Other 96 % 95 % 95 % 95 % 95 %
% Direct 4 % 5 % 5 % 5 % 5 %

Gross Billings TTM

$ 797,454 $ 751,389 $ 695,263 $ 641,361 $ 597,713
 
Revenue:
Local Revenue $ 26,372 $ 22,229 $ 22,082 $ 22,461 $ 21,876
Travel Revenue   6,135     5,098     5,049     4,321     5,075  
Revenue - Services 32,507 27,327 27,131 26,782 26,951
Revenue - Goods   17,870     18,870     15,057     14,021     13,663  
Total Revenue $ 50,377   $ 46,197   $ 42,188   $ 40,803   $ 40,614  
Year-over-year growth (23 )% (23 )% (22 )% (23 )% (19 )%
Year-over-year growth, excluding FX (5 )% (8 )% (8 )% (14 )% (15 )%
% Third Party and Other 86 % 82 % 85 % 82 % 84 %
% Direct 14 % 18 % 15 % 18 % 16 %
Revenue TTM $ 217,476 $ 203,894 $ 191,828 $ 179,565 $ 169,802
 
Gross Profit:
Local Gross Profit $ 22,568 $ 18,889 $ 18,771 $ 18,739 $ 18,645
% of Rest of World Local Gross Billings 24.3 % 22.6 % 24.9 % 22.2 % 23.2 %
Travel Gross Profit 4,859 4,040 3,997 3,240 3,962
% of Rest of World Travel Gross Billings   15.8 %   15.9 %   16.7 %   14.5 %   16.4 %
Gross Profit - Services 27,427 22,929 22,768 21,979 22,607
% of Rest of World Services Gross Billings 22.2 % 21.1 % 22.9 % 20.6 % 21.6 %
Gross Profit - Goods 6,726 6,806 5,727 4,277 4,790
% of Rest of World Goods Gross Billings   11.2 %   11.2 %   13.2 %   11.1 %   13.4 %
Total Gross Profit $ 34,153   $ 29,735   $ 28,495   $ 26,256   $ 27,397  
Year-over-year growth (28 )% (23 )% (24 )% (28 )% (20 )%
% Third Party and Other 99 % 99 % 100 % 99 % 100 %
% Direct 1 % 1 % % 1 % %
% of Rest of World Total Gross Billings 18.6 % 17.5 % 20.0 % 18.1 % 19.5 %
 
Consolidated Results of Operations:
Gross Billings:
Local Gross Billings $ 757,120 $ 812,029 $ 788,950 $ 792,310 $ 769,878
Travel Gross Billings   197,426     174,594     184,519     180,568     175,324  
Gross Billings - Services 954,546 986,623 973,469 972,878 945,202
Gross Billings - Goods   512,988     720,369     498,541     520,004     486,953  
Total Gross Billings $ 1,467,534   $ 1,706,992   $ 1,472,010   $ 1,492,882   $ 1,432,155  
Year-over-year growth (2 )% (1 )% (5 )% (2 )% (2 )%
Year-over-year growth, excluding FX 6 % 4 % (3 )% (2 )% (2 )%
% Third Party and Other 74 % 66 % 73 % 71 % 71 %
% Direct 26 % 34 % 27 % 29 % 29 %
Gross Billings TTM $ 6,273,217 $ 6,255,540 $ 6,175,549 $ 6,139,418 $ 6,104,039
Year-over-year growth 3 % % (1 )% (2 )% (3 )%
 
Revenue:
Local Revenue $ 260,939 $ 279,655 $ 276,121 $ 267,216 $ 256,677
Travel Revenue   41,090     35,169     37,141     36,431     39,182  
Revenue - Services 302,029 314,824 313,262 303,647 295,859
Revenue - Goods   411,566     602,346     418,709     452,383     424,609  
Total Revenue $ 713,595   $ 917,170   $ 731,971   $ 756,030   $ 720,468  
Year-over-year growth % 4 % (2 )% 2 % 1 %
Year-over-year growth, excluding FX 7 % 9 % (1 )% 3 % 2 %
% Third Party and Other 46 % 38 % 46 % 42 % 43 %
% Direct 54 % 62 % 54 % 58 % 57 %
Revenue TTM $ 3,085,574 $ 3,119,516 $ 3,101,131 $ 3,118,766 $ 3,125,639
Year-over-year growth 5 % 3 % 1 % % 1 %
 
Gross Profit:
Local Gross Profit $ 227,654 $ 247,600 $ 241,052 $ 234,400 $ 225,985
% of Consolidated Local Gross Billings 30.1 % 30.5 % 30.6 % 29.6 % 29.4 %
Travel Gross Profit 34,826 29,979 29,924 29,358 33,101
% of Consolidated Travel Gross Billings   17.6 %   17.2 %   16.2 %   16.3 %   18.9 %
Gross Profit - Services 262,480 277,579 270,976 263,758 259,086
% of Consolidated Services Gross Billings 27.5 % 28.1 % 27.8 % 27.1 % 27.4 %
Gross Profit - Goods 66,432 94,161 68,352 69,830 55,031
% of Consolidated Goods Gross Billings   13.0 %   13.1 %   13.7 %   13.4 %   11.3 %
Total Gross Profit $ 328,912   $ 371,740   $ 339,328   $ 333,588   $ 314,117  
Year-over-year growth (7 )% (2 )% (2 )% (1 )% (4 )%
% Third Party and Other 85 % 81 % 85 % 82 % 86 %
% Direct 15 % 19 % 15 % 18 % 14 %
% of Total Consolidated Gross Billings 22.4 % 21.8 % 23.1 % 22.3 % 21.9 %
 
Marketing $ 61,587 $ 83,208 $ 89,765 $ 91,993 $ 87,858
Selling, general and administrative $ 326,248 $ 287,976 $ 280,988 $ 277,168 $ 253,554
Income (loss) from continuing operations $ (24,613 ) $ (32,552 ) $ (45,596 ) $ (51,731 ) $ (35,792 )
Adjusted EBITDA $ 56,334 $ 67,010 $ 31,348 $ 33,961 $ 32,134
% of Total Consolidated Gross Billings 3.8 % 3.9 % 2.1 % 2.3 % 2.2 %
% of Total Consolidated Revenue 7.9 % 7.3 % 4.3 % 4.5 % 4.5 %
 
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."
 
Q3 2015 (10) Q4 2015 (10) Q1 2016 Q2 2016 Q3 2016
 
Net cash provided by (used in) operating activities from continuing operations $ (7,640 ) $ 250,455 $ (76,725 ) $ (54,010 ) $ (40,822 )
Purchases of property and equipment and capitalized software from continuing operations   (27,735 )   (15,507 )   (19,952 )   (16,395 )   (12,868 )
Free cash flow $ (35,375 ) $ 234,948 $ (96,677 ) $ (70,405 ) $ (53,690 )
 
Net cash provided by (used in) operating activities from continuing operations (TTM) $ 325,971 $ 299,747 $ 179,415 $ 112,080 $ 78,898
Purchases of property and equipment and capitalized software from continuing operations (TTM)   (88,598 )   (83,988 )   (85,646 )   (79,589 )   (64,722 )
Free cash flow (TTM) $ 237,373 $ 215,759 $ 93,769 $ 32,491 $ 14,176
 
Net cash provided by (used in) investing activities from continuing operations $ (98,028 ) $ (31,238 ) $ (20,778 ) $ (18,853 ) $ (12,088 )
Net cash provided by (used in) financing activities $ (14,793 ) $ (323,597 ) $ (78,015 ) $ 169,225 $ (38,342 )
 
Net cash provided by (used in) investing activities from continuing operations (TTM) $ (181,187 ) $ (177,250 ) $ (178,585 ) $ (168,897 ) $ (82,957 )
Net cash provided by (used in) financing activities (TTM) $ (216,683 ) $ (515,785 ) $ (557,962 ) $ (247,180 ) $ (270,729 )
 
Other Metrics:
Active Customers (6)
North America 25.2 25.9 26.9 27.9 29.1
EMEA 15.4 15.4 15.3 15.3 15.4
Rest of World   8.0     7.6     7.2     6.8     6.3  
Total Active Customers 48.6 48.9 49.4 50.0 50.8
 
TTM Gross Billings / Average Active Customer (7)
North America $ 148 $ 149 $ 146 $ 145 $ 142
EMEA 123 117 113 109 106
Rest of World 99 96 90 86 84
Consolidated 132 130 127 125 123
 
Global headcount as of September 30, 2016 and 2015 was as follows:
 
Q3 2015 Q3 2016
Sales (8) 4,168 3,285
% North America 33 % 34 %
% EMEA 42 % 43 %
% Rest of World 25 % 23 %
Other   6,301     5,089  
Total Headcount 10,469 8,374
 

 

(1)   Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.
(2) Local represents deals from local merchants, deals with national merchants, and deals through local events. Other revenue transactions, which include advertising, payment processing and commission revenue, are also included within the Local category.
(3) Includes third party revenue, direct revenue and other revenue. Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue. Other revenue primarily consists of commission revenue, payment processing revenue and advertising revenue.
(4) Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.
(5) Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.
(6) Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.
(7) Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.
(8) Includes merchant sales representatives, as well as sales support from continuing operations.
(9) Financial information and other metrics exclude Ticket Monster, which has been classified as discontinued operations. The Company sold a controlling stake in Ticket Monster in May 2015.
(10) The Company adopted the guidance in ASU 2016-09 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 adjustments to net cash provided by (used in) operating activities, net cash used in financing activities, and free cash flow for the three-month and trailing twelve-month periods ended June 30, 2015, September 30, 2015 and December 31, 2015.
(11) The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

Groupon, Inc.
Investor Relations
Deb Schwartz
312-662-6535
ir@groupon.com
or
Public Relations
Bill Roberts
312-459-5191

Source: Groupon, Inc.

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