CHICAGO--(BUSINESS WIRE)--
Groupon (NASDAQ: GRPN) today announced it has completed the acquisition
of Ticket Monster, a leading Korean ecommerce company, for $260 million
in cash and stock.
As previously disclosed, the Ticket Monster brand and leadership team
will remain in place and continue to be led by Daniel Shin, CEO of
Ticket Monster. The company will maintain its headquarters in Seoul,
where it employs approximately 1,000 employees.
As announced on November 7, 2013, Groupon has acquired LivingSocial
Korea, Inc., the holding company that owns Ticket Monster. LivingSocialKorea's Malaysian subsidiary was divested prior to close and is not part
of this transaction.
Per the terms of the agreement, the final allocation paid to
LivingSocial, Inc. was $100 million in cash and $160 million in Groupon
Class A common stock, subject to registration rights.
For the nine months ended September 30, 2013, LivingSocial Korea, Inc.,
excluding its Malaysian subsidiary, had gross billings of $572.7
million, revenue of $78.5 million, an operating loss of $38.7 million,
and Adjusted EBITDA of $0.7 million.
For more information, visit Groupon's Investor Relations page at
investor.groupon.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of Groupon
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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
Adjusted EBITDA, a non-GAAP financial measure, in this release. This
non-GAAP financial measure is presented to aid investors in better
understanding the performance of the business that we acquired and to
facilitate comparisons to many of its peers who present similar
measures. However, this measure is not intended to be a substitute for
measures reported in accordance with U.S. GAAP. This measure may be
different from non-GAAP financial measures used by other companies, even
when similar terms are used to identify such measures.
Groupon defines Adjusted EBITDA as net income (loss) excluding income
taxes, interest and other non-operating items, depreciation and
amortization, stock-based compensation, and acquisition-related expense
(benefit), net. We exclude depreciation and amortization and stock-based
compensation from this measure because they are primarily non-cash in
nature and we believe that non-GAAP financial measures excluding these
items provide meaningful supplemental information about operating
performance and liquidity. We exclude other non-operating items and
acquisition-related expense (benefit), net because we believe that
non-GAAP financial measures excluding these items provide meaningful
supplemental information about core operating performance and facilitate
comparisons to historical operating results.
The following table reconciles the Adjusted EBITDA of LivingSocial
Korea, Inc., excluding its Malaysian subsidiary that we did not acquire,
to its Net Loss, which is the most applicable financial measure under
U.S. GAAP, for the nine months ended September 30, 2013 (in thousands):
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
682
|
|
|
Adjustments:
|
|
|
|
Stock-based compensation
|
|
|
(25,887
|
)
|
|
Acquisition-related expense (benefit), net
|
|
|
-
|
|
|
Depreciation and amortization
|
|
|
(13,470
|
)
|
|
Non-operating items:
|
|
|
|
Other expense, net
|
|
|
(514
|
)
|
|
Provision (benefit) for income taxes
|
|
|
-
|
|
|
Net Loss
|
|
$
|
(39,189
|
)
|
|
|
|
|
About Groupon
Groupon (NASDAQ: GRPN) is a global leader of local commerce and the
place you start when you want to buy just about anything, anytime,
anywhere. By leveraging the company's global relationships and scale,
Groupon offers consumers a vast marketplace of unbeatable deals all over
the world. Shoppers discover the best a city has to offer on the web or
on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and
find a curated selection of electronics, fashion, home furnishings and
more with Groupon Goods. Groupon is redefining how traditional small
businesses attract, retain and interact with customers by providing
merchants with a suite of products and services, including customizable
deal campaigns, credit card payment processing capabilities, and
point-of-sale solutions that help businesses grow and operate more
effectively. To search for great deals or subscribe to Groupon emails,
visit www.Groupon.com.
To download Groupon's five-star mobile apps, visit www.groupon.com/mobile.
To learn more about the company's merchant solutions and how to work
with Groupon, visit www.GrouponWorks.com.
Media Contact
Groupon
Bill Roberts, 312-459-5191
billr@groupon.com
Source: Groupon
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