EX-99.1 2 exhibit991-q42018.htm EXHIBIT 99.1 Exhibit



Groupon Announces Fourth Quarter and Fiscal Year 2018 Results

•
Fourth quarter gross profit of $366.1 million; $1.32 billion for full year
•
Fourth quarter income from continuing operations of $49.9 million; $2.0 million for full year
•
Fourth quarter Adjusted EBITDA of $104.6 million; $269.8 million for full year
•
Fourth quarter GAAP earnings per diluted share (EPS) of $0.08; non-GAAP EPS of $0.10
•
Operating cash flow of $190.9 million for full year
•
Free cash flow of $121.2 million for full year, $163.3 million excluding IBM settlement
•
2019 Adjusted EBITDA guidance of approximately $270 million

CHICAGO - February 12, 2019 - Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended December 31, 2018.
"In 2018, we took critical steps to transform Groupon into a daily habit for consumers. Despite a challenging operating environment, I’m pleased with the progress we made on our strategic initiatives," said Groupon CEO Rich Williams. “In 2019, we plan to make bolder bets, and have clear priorities in place to help us do so. We believe focusing on convenience, our marketplace, International and continued operational rigor are the right strategies to position Groupon for long-term success."

Mr. Williams provides further commentary in a letter to stockholders located on our investor relations site (investor.groupon.com).

Fourth Quarter 2018 Summary
North America
•
North America gross profit in the fourth quarter 2018 decreased 7% to $247.6 million. In Local, gross profit decreased 9% to $179.9 million, primarily from lower email and SEO traffic. Goods gross profit increased 2% year-over-year at $55.8 million. Gross profit in Travel decreased 13% to $11.8 million.
•
North America active customers were 30.6 million as of December 31, 2018, and trailing twelve month gross profit per active customer increased 3%.
International
•
International gross profit in the fourth quarter 2018 of $118.5 million decreased 3% (increased 1% FX-neutral). Gross profit increased 6% (9% FX-neutral) in Local, decreased 18% (15% FX-neutral) in Goods, and decreased 13% (9% FX-neutral) in Travel.
•
International active customers increased to 17.6 million as of December 31, 2018, and trailing twelve month gross profit per active customer increased 1%.
Consolidated
•
Revenue was $799.9 million in the fourth quarter 2018, down 8% (7% FX-neutral) reflecting lower customer traffic and our continued focus on revenue generation that maximizes long-term gross profit.
•
Gross profit was $366.1 million in the fourth quarter 2018, down 5% (4% FX-neutral).
•
SG&A decreased to $194.6 million in the fourth quarter 2018 compared to $224.7 million in the fourth quarter 2017. The decrease primarily resulted from ongoing efficiency efforts and lower performance-based compensation.
•
Marketing expense was $109.7 million in the fourth quarter 2018, down 2% as we refine spend in North America toward higher-value customers.




•
Other expense, net was $13.2 million in the fourth quarter 2018, compared to Other expense, net of $2.1 million in fourth quarter 2017.
•
Income from continuing operations was $49.9 million in the fourth quarter 2018 compared to $51.1 million in the fourth quarter 2017.
•
Net income attributable to common stockholders was $46.2 million, or $0.08 per diluted share, compared to $47.7 million, or $0.08 per diluted share, in the fourth quarter 2017. Non-GAAP net income attributable to common stockholders was $60.0 million, or $0.10 per diluted share, compared to $41.7 million, or $0.07 per diluted share, in the fourth quarter 2017.
•
Adjusted EBITDA, a non-GAAP financial measure, was $104.6 million in the fourth quarter 2018, as compared to $105.3 million in the fourth quarter 2017.
•
Global units sold declined 8% to 50.5 million in the fourth quarter 2018 as a result of lower traffic and our continued focus on maximizing long-term gross profit, which resulted in fewer units. Units in North America were down 13%, while International units were up 3%.
•
Operating cash flow was $190.9 million for the trailing twelve month period as of the fourth quarter 2018, and free cash flow, a non-GAAP financial measure, was $121.2 million for the trailing twelve month period. Excluding the payment to IBM, free cash flow for the trailing twelve months was $163.3 million.
•
We repurchased 3.3 million shares for $10.0 million in the fourth quarter 2018.
•
Cash and cash equivalents as of December 31, 2018 were $841.0 million, and we had no outstanding borrowings under our $250 million revolving credit facility.

Full Year 2018 Summary
Consolidated
•
Revenue was $2.64 billion in 2018, down 7% compared with $2.84 billion in 2017.
•
Gross profit was $1.32 billion in 2018, down 1% compared with $1.33 billion in 2017.
•
Income from continuing operations was $2.0 million in 2018, compared with to $28.6 million in 2017.
•
Net loss attributable to common stockholders was $11.1 million, or $(0.02) per diluted share, compared to net income attributable to common stockholders of $14.0 million, or $0.02 per diluted share in 2017. Non-GAAP net income attributable to common stockholders was $107.7 million, or $0.18 per diluted share, compared to $65.6 million, or $0.11 per diluted share in 2017.
•
Adjusted EBITDA was $269.8 million in 2018, up 8% compared with $249.9 million in 2017.
•
Global units sold declined 9% year-over-year to 172.3 million in 2018.
•
In 2018, we repurchased 3.3 million shares for $10.0 million.

Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operating measures are included below in the section titled "Terminology Changes, Non GAAP Financial Measures and Operating Metrics" and in the accompanying tables. All comparisons are year-over-year unless otherwise provided.
Outlook
For the full year 2019, Groupon expects Adjusted EBITDA of approximately $270 million.




Conference Call
A conference call will be webcast live on Wednesday, February 13, 2019 at 9:00 a.m. CT / 10:00 a.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 Groupon’s financial and operating results.
Groupon encourages investors to use its investor relations website as a way of easily finding information about us. Groupon promptly makes available on this website, free of charge, the reports that we file or furnish 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 the Groupon blog (www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Terminology Changes, Non-GAAP Financial Measures and Operating Metrics
In prior years, we referred to our product revenue and service revenue as "direct revenue" and "third-party and other revenue," respectively. This terminology change did not impact the amounts presented in the condensed consolidated financial statements accompanying this release.
In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders, non-GAAP income (loss) per diluted share, non-GAAP provision (benefit) for income taxes 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 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 and Operating Metrics" included in the tables accompanying this release.
We exclude the following items from one or more of our non-GAAP financial measures:
Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.
Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net is comprised of the change in the fair value of contingent consideration arrangements and external transaction costs related to business combinations, primarily consisting of legal and advisory fees. The composition of our contingent consideration arrangements and the impact of those arrangements on our operating results vary over time based on a number of factors, including the terms of our business combinations and the timing of those transactions. We exclude acquisition-related expense (benefit), net because we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and facilitate comparisons to our historical operating results.
Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.




Interest and Other Non-Operating Items. Interest and other non-operating items include: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense, including non-cash interest expense from our convertible senior notes. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.
Special Charges and Credits. For the year ended December 31, 2018 and 2017, special charges and credits included charges related to our restructuring plan. For the year ended December 31, 2018, special charges and credits also included a $34.6 million charge related to our patent litigation case with IBM. For the year ended December 31, 2017, special charges and credits also included a $17.1 million credit related to the sale of intangible assets. 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.
Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:
Foreign exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.
Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. However, Adjusted EBITDA is not intended to be a substitute for income (loss) from continuing operations.
Non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes, Non-GAAP net income (loss) attributable to common stockholders and non-GAAP income (loss) per diluted share are non-GAAP performance measures that adjust our net income attributable to common stockholders and earnings per share to exclude the impact of:
•
stock-based compensation,
•
amortization of acquired intangible assets,
•
acquisition-related expense (benefit), net,
•
special charges and credits, including restructuring charges,
•
non-cash interest expense on convertible senior notes,
•
non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative translation adjustments to earnings as a result of business dispositions or country exits,
•
non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings,
•
non-operating gains and losses from sales of minority investments; and
•
income (loss) from discontinued operations.




We believe that excluding the above items from our measures of non-GAAP income from continuing operations before provision (benefit) from income taxes, non-GAAP net income attributable to common stockholders and non-GAAP earnings per diluted share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.
Non-GAAP provision (benefit) for income taxes. Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income from continuing operations before provision (benefit) for income taxes.
Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from continuing operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period.
Descriptions of the operating metrics included in this release and the accompanying tables are as follows:
Gross Billings. This metric represents the total dollar value of customer purchases of goods and services. For sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services, which comprise a substantial majority of our service revenue transactions, gross billings differs from revenue reported in our condensed consolidated statements of operations, which is presented net of the merchant's share of the transaction price. For product revenue transactions, gross billings are equivalent to product revenue reported in our condensed consolidated statements of operations. We consider this metric to be an important indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings on service revenue transactions also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.
Active customers. We define active customers as unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. For entities that we have acquired in a business combination, this metric includes active customers of the acquired entity, including customers who made purchases prior to the acquisition. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites and mobile applications in our active customers metric, so the acquisition of Cloud Savings Company, Ltd. on April 30, 2018 did not impact that metric.
Units. This metric represents the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider unit growth to be an important indicator of the total volume of business conducted through our marketplaces.
Gross profit per active customer. This metric represents the TTM gross profit generated per active customer. We use this metric to evaluate trends in the average contribution to gross profit on a per-customer basis. We updated the calculation of this metric in the current year to reflect active customers as of the end of the period, rather than the average of active customers as of the beginning and end of period, in the denominator




of the calculation. Because our active customer metrics are based on purchases over a TTM period, we believe that this change improves the usefulness of this metric. The prior periods presented have been updated to reflect this change.
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, risk related to volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom's likely exit from the European Union; retaining and adding high quality merchants; our voucherless offerings; cybersecurity breaches; competing successfully in our industry; changes to merchant payment terms; providing a strong mobile experience for our customers; maintaining our information technology infrastructure; delivery and routing of our emails; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and e-commerce; classification of our independent contractors or employees; tax liabilities; tax legislation; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; our common stock, including volatility in our stock price; our convertible senior 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 our Annual Report on Form 10-K for the year ended December 31, 2018, Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting our Investor Relations web site at 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 Groupon nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect our expectations as of February 12, 2019. We undertake 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 our 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 our merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.
Contacts:
Investor Relations                    Public Relations
Heather Davis                        Bill Roberts
312-662-7370                        312-459-5191
ir@groupon.com                     press@groupon.com




Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
 
December 31,
 
2018
 
2017
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
841,021

 
$
880,129

Accounts receivable, net
69,493

 
98,294

Prepaid expenses and other current assets
88,115

 
94,025

Total current assets
998,629

 
1,072,448

Property, equipment and software, net
143,117

 
151,145

Goodwill
325,491

 
286,989

Intangible assets, net
45,401

 
19,196

Investments (including $84,242 and $109,751 at December 31, 2018 and December 31, 2017 at fair value)
108,515

 
135,189

Other non-current assets
20,989

 
12,538

Total Assets
$
1,642,142

 
$
1,677,505

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
38,359

 
$
31,968

Accrued merchant and supplier payables
651,781

 
770,335

Accrued expenses and other current liabilities
267,034

 
331,196

Total current liabilities
957,174

 
1,133,499

Convertible senior notes, net
201,669

 
189,753

Other non-current liabilities
100,688

 
102,408

Total Liabilities
1,259,531

 
1,425,660

Commitments and contingencies (see Note 10)
 
 
 
Stockholders' Equity
 
 
 
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 760,939,440 shares issued and 569,084,312 shares outstanding at December 31, 2018; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017
76

 
75

Additional paid-in capital
2,234,560

 
2,174,708

Treasury stock, at cost, 191,855,128 and 188,602,242 shares at December 31, 2018 and December 31, 2017
(877,491
)
 
(867,450
)
Accumulated deficit
(1,010,499
)
 
(1,088,204
)
Accumulated other comprehensive income
34,602

 
31,844

Total Groupon, Inc. Stockholders' Equity
381,248

 
250,973

Noncontrolling interests
1,363

 
872

Total Equity
382,611

 
251,845

Total Liabilities and Equity
$
1,642,142

 
$
1,677,505






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,
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
Service
$
318,824

 
$
346,568

 
$
1,205,487

 
$
1,266,452

Product
481,103

 
526,598

 
1,431,259

 
1,577,425

Total revenue
799,927

 
873,166

 
2,636,746

 
2,843,877

Cost of revenue:
 
 
 
 
 
 
 
Service
28,910

 
37,601

 
120,077

 
160,810

Product
404,948

 
448,647

 
1,196,068

 
1,349,206

Total cost of revenue
433,858

 
486,248

 
1,316,145

 
1,510,016

Gross profit
366,069

 
386,918

 
1,320,601

 
1,333,861

Operating expenses:
 
 
 
 
 
 
 
Marketing
109,686

 
112,462

 
395,737

 
400,918

Selling, general and administrative
194,562

 
224,720

 
870,961

 
901,829

Restructuring charges
(55
)
 
10

 
(136
)
 
18,828

Gain on sale of intangible assets
—

 
—

 
—

 
(17,149
)
  Total operating expenses
304,193


337,192

 
1,266,562

 
1,304,426

Income (loss) from operations
61,876

 
49,726

 
54,039

 
29,435

Other income (expense), net
(13,176
)
 
(2,112
)
 
(53,008
)
 
6,710

Income (loss) from continuing operations before provision (benefit) for income taxes
48,700

 
47,614

 
1,031

 
36,145

Provision (benefit) for income taxes
(1,162
)
 
(3,457
)
 
(957
)
 
7,544

Income (loss) from continuing operations
49,862

 
51,071

 
1,988

 
28,601

Income (loss) from discontinued operations, net of tax
—

 
(223
)
 
—

 
(1,974
)
Net income (loss)
49,862

 
50,848

 
1,988

 
26,627

Net income attributable to noncontrolling interests
(3,634
)
 
(3,127
)
 
(13,067
)
 
(12,587
)
Net income (loss) attributable to Groupon, Inc.
$
46,228

 
$
47,721

 
$
(11,079
)
 
$
14,040

 
 
 
 
 
 
 
 
Basic net income (loss) per share:
 
 
 
 
 
 
 
Continuing operations
$
0.08

 
$
0.09

 
$
(0.02
)
 
$
0.03

Discontinued operations
0.00

 
(0.00
)
 
0.00

 
(0.00
)
Basic net income (loss) per share
$
0.08

 
$
0.09

 
$
(0.02
)
 
$
0.03

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

 
$
0.08

 
$
(0.02
)
 
$
0.03

Discontinued operations
0.00

 
(0.00
)
 
0.00

 
(0.01
)
Diluted net income (loss) per share
$
0.08

 
$
0.08

 
$
(0.02
)
 
$
0.02

 
 
 
 
 
 
 
 
Weighted average number of shares outstanding
 
 
 
 
 
 
 
Basic
570,319,704

 
558,170,245

 
566,511,108

 
559,367,075

Diluted
620,708,515

 
570,734,081

 
566,511,108

 
568,418,371







Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2018
 
2017
 
2018
 
2017
Operating activities
 
 
 
 
 
 
 
Net income (loss)
$
49,862

 
$
50,848

 
$
1,988

 
$
26,627

Less: Income (loss) from discontinued operations, net of tax
—

 
(223
)
 
—

 
(1,974
)
Income (loss) from continuing operations
49,862

 
51,071

 
1,988

 
28,601

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization of property, equipment and software
24,346

 
28,440

 
101,330

 
114,795

Amortization of acquired intangible assets
4,182

 
5,410

 
14,498

 
23,032

Stock-based compensation
14,151

 
21,726

 
64,821

 
82,044

Gain on sale of intangible assets
—

 
—

 
—

 
(17,149
)
Gain on sale of investment
—

 
—

 
—

 
(7,624
)
Impairments of investments
—

 
2,944

 
10,156

 
2,944

Deferred income taxes
1,575

 
(242
)
 
(5,000
)
 
603

(Gain) loss from changes in fair value of investments
752

 
(5,482
)
 
9,064

 
(382
)
Amortization of debt discount on convertible senior notes
3,094

 
2,794

 
11,916

 
10,758

Change in assets and liabilities, net of acquisitions and dispositions:
 
 
 
 
 
 
 
Accounts receivable
11,840

 
(19,580
)
 
32,057

 
(18,793
)
Prepaid expenses and other current assets
9,861

 
7,188

 
7,166

 
4,074

Accounts payable
21,839

 
5,417

 
5,805

 
(199
)
Accrued merchant and supplier payables
169,480

 
168,013

 
(45,268
)
 
(29,823
)
Accrued expenses and other current liabilities
13,745

 
(965
)
 
(31,430
)
 
(40,361
)
Other, net
(911
)
 
(485
)
 
13,752

 
(21,975
)
Net cash provided by (used in) operating activities from continuing operations
323,816

 
266,249

 
190,855

 
130,545

Net cash provided by (used in) operating activities from discontinued operations
—

 
(223
)
 
—

 
(2,418
)
Net cash provided by (used in) operating activities
323,816

 
266,026

 
190,855

 
128,127

Investing activities
 
 
 
 
 
 
 
Purchases of property and equipment and capitalized software
(16,084
)
 
(15,442
)
 
(69,695
)
 
(59,158
)
Proceeds from sale of intangible assets
—

 
—

 
1,500

 
18,333

Proceeds from sales and maturities of investments
—

 
—

 
8,594

 
16,561

Acquisitions of businesses, net of acquired cash
(298
)
 
—

 
(58,119
)
 
—

Acquisitions of intangible assets and other investing activities
(1,115
)
 
(309
)
 
(18,262
)
 
(1,059
)
Net cash provided by (used in) investing activities from continuing operations
(17,497
)
 
(15,751
)
 
(135,982
)
 
(25,323
)
Net cash provided by (used in) investing activities from discontinued operations
—

 
—

 
—

 
(9,548
)
Net cash provided by (used in) investing activities
(17,497
)
 
(15,751
)
 
(135,982
)
 
(34,871
)
Financing activities
 
 
 
 
 
 
 
Payments for purchases of treasury stock
(9,585
)
 
—

 
(9,585
)
 
(61,233
)
Taxes paid related to net share settlements of stock-based compensation awards
(5,467
)
 
(4,341
)
 
(24,105
)
 
(27,681
)
Proceeds from stock option exercises and employee stock purchase plan
5

 
27

 
5,715

 
5,513

Distributions to noncontrolling interest holders
(3,260
)
 
(3,383
)
 
(12,576
)
 
(12,357
)
Payments of capital lease obligations
(7,734
)
 
(8,727
)
 
(33,023
)
 
(34,025
)
Payments of contingent consideration related to acquisitions
—

 
—

 
(1,815
)
 
(7,790
)
Payment of financing obligation related to acquisition
(8,391
)
 
—

 
(8,391
)
 
—

Other financing activities
(637
)
 
—

 
(637
)
 
(473
)
Net cash provided by (used in) financing activities
(35,069
)
 
(16,424
)
 
(84,417
)
 
(138,046
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations
(1,922
)
 
3,224

 
(11,209
)
 
26,499

Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations
269,328

 
237,075

 
(40,753
)
 
(18,291
)
Less: Net increase (decrease) in cash classified within current assets of discontinued operations
—

 
—

 
—

 
(28,866
)
Net increase (decrease) in cash, cash equivalents and restricted cash
269,328

 
237,075

 
(40,753
)
 
10,575

Cash, cash equivalents and restricted cash, beginning of period
575,400

 
648,406

 
885,481

 
874,906

Cash, cash equivalents and restricted cash, end of period
$
844,728

 
$
885,481

 
$
844,728

 
$
885,481





Groupon, Inc.
Supplemental Financial and Operating Metrics
(dollars in thousands; active customers in millions)
(unaudited)
 
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
 
 
 
 
 
 
North America Segment:
 
 
 
 
 
 
 
 
 
 
Q4 2018
 
 
 
 
 
Gross Billings (1):
 
 
 
 
 
 
 
 
 
 
Y/Y Growth
 
 
 
 
 
 
Local
$
605,460

 
$
543,021

 
$
548,056

 
$
534,246

 
535,869

 
(11.5)
%
 
 
 
 
 
Travel
84,504

 
102,499

 
93,809

 
83,991

 
71,948

 
(14.9)
 
 
 
 
 
 
Goods
369,973

 
209,476

 
196,501

 
184,357

 
319,922

 
(13.5)
 
 
 
 
 
 
Total Gross Billings
$
1,059,937

 
$
854,996

 
$
838,366

 
$
802,594

 
$
927,739

 
(12.5)
%
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Local
$
223,410

 
$
187,411

 
$
185,870

 
$
180,059

 
$
199,523

 
(10.7)
%
 
 
 
 
 
Travel
17,413

 
20,084

 
19,888

 
17,217

 
14,667

 
(15.8)
 
 
 
 
 
 
Goods
333,862

 
185,761

 
174,506

 
163,875

 
290,534

 
(13.0)
 
 
 
 
 
 
Total Revenue
$
574,685

 
$
393,256

 
$
380,264

 
$
361,151

 
$
504,724

 
(12.2)
%
 
 
 
 
Gross Profit:
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Local
$
196,708

 
$
166,756

 
$
165,285

 
$
159,379

 
$
179,932

 
(8.5)
%
 
 
 
 
 
Travel
13,614

 
16,002

 
16,303

 
13,801

 
11,839

 
(13.0)
 
 
 
 
 
 
Goods
54,651

 
36,922

 
37,783

 
30,868

 
55,814

 
2.1
 
 
 
 
 
 
Total Gross Profit
$
264,973

 
$
219,680

 
$
219,371

 
$
204,048

 
$
247,585

 
(6.6)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
33,766

 
$
(1,860
)
 
$
(68,524
)
 
$
51,004

 
$
39,289

 
16.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International Segment:
 
 
 
 
 
 
 
 
 
 
Q4 2018
 
Gross Billings:
 
 
 
 
 
 
 
 
 
 
Y/Y Growth
 
FX Effect (2)
 
Y/Y Growth excluding
FX (2)
 
 
Local
$
229,167

 
$
217,307

 
$
203,248

 
$
209,623

 
$
235,093

 
2.6
%
3.6
 
6.2
%
 
Travel
59,666

 
57,522

 
48,766

 
46,156

 
55,046

 
(7.7)
 
3.3
 
(4.4)
 
 
Goods
233,422

 
163,439

 
173,883

 
157,856

 
211,180

 
(9.5)
 
3.1
 
(6.4)
 
 
Total Gross Billings
$
522,255

 
$
438,268

 
$
425,897

 
$
413,635

 
$
501,319

 
(4.0)
%
3.4
 
(0.6)
%
Revenue:
 
 
 
 
 
 
 
 
 
 

 

 
 
 
 
Local
$
80,209

 
$
74,578

 
$
71,425

 
$
75,946

 
$
84,751

 
5.7
%
3.7
 
9.4
%
 
Travel
12,187

 
11,436

 
9,706

 
9,387

 
10,654

 
(12.6)
 
3.2
 
(9.4)
 
 
Goods
206,085

 
147,270

 
156,001

 
146,399

 
199,798

 
(3.1)
 
3.3
 
0.2
 
 
Total Revenue
$
298,481

 
$
233,284

 
$
237,132

 
$
231,732

 
$
295,203

 
(1.1)
%
3.4
 
2.3
%
Gross Profit:
 
 
 
 
 
 
 
 
 
 

 

 
 
 
 
Local
$
75,991

 
$
70,215

 
$
67,360

 
$
71,639

 
$
80,213

 
5.6
%
3.7
 
9.3
%
 
Travel
11,334

 
10,651

 
8,919

 
8,649

 
9,913

 
(12.5)
 
3.2
 
(9.3)
 
 
Goods
34,620

 
24,339

 
28,008

 
21,653

 
28,358

 
(18.1)
 
2.9
 
(15.2)
 
 
Total Gross Profit
$
121,945

 
$
105,205

 
$
104,287

 
$
101,941

 
$
118,484

 
(2.8)
%
3.4
 
0.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
15,960

 
$
5,245

 
$
4,279

 
$
2,019

 
$
22,587

 
41.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
Consolidated Results of Operations:
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
Gross Billings:
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Local
$
834,627

 
$
760,328

 
$
751,304

 
$
743,869

 
$
770,962

 
(7.6)
%
1.0
 
(6.6)
%
 
Travel
144,170

 
160,021

 
142,575

 
130,147

 
126,994

 
(11.9)
 
1.4
 
(10.5)
 
 
Goods
603,395

 
372,915

 
370,384

 
342,213

 
531,102

 
(12.0)
 
1.2
 
(10.8)
 
 
Total Gross Billings
$
1,582,192

 
$
1,293,264

 
$
1,264,263

 
$
1,216,229

 
$
1,429,058

 
(9.7)
%
1.2
 
(8.5)
%
Revenue:
 
 
 
 
 
 
 
 
 
 

 

 
 
 
 
Local
$
303,619

 
$
261,989

 
$
257,295

 
$
256,005

 
$
284,274

 
(6.4)
%
1.0
 
(5.4)
%
 
Travel
29,600

 
31,520

 
29,594

 
26,604

 
25,321

 
(14.5)
 
1.4
 
(13.1)
 
 
Goods
539,947

 
333,031

 
330,507

 
310,274

 
490,332

 
(9.2)
 
1.3
 
(7.9)
 
  Total Revenue
$
873,166

 
$
626,540

 
$
617,396

 
$
592,883

 
$
799,927

 
(8.4)
%
1.2
 
(7.2)
%
Gross Profit:
 
 
 
 
 
 
 
 
 
 

 

 
 
 
 
Local
$
272,699

 
$
236,971

 
$
232,645

 
$
231,018

 
$
260,145

 
(4.6)
%
1.1
 
(3.5)
%
 
Travel
24,948

 
26,653

 
25,222

 
22,450

 
21,752

 
(12.8)
 
1.5
 
(11.3)
 
 
Goods
89,271

 
61,261

 
65,791

 
52,521

 
84,172

 
(5.7)
 
1.1
 
(4.6)
 
 
Total Gross Profit
$
386,918

 
$
324,885

 
$
323,658

 
$
305,989

 
$
366,069

 
(5.4)
%
1.1
 
(4.3)
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
49,726

 
$
3,385

 
$
(64,245
)
 
$
53,023

 
$
61,876

 
24.4
%
 
 
 
 
Net cash provided by (used in) operating activities from continuing operations
$
266,249

 
$
(119,747
)
 
$
44,175

 
$
(57,389
)
 
$
323,816

 
21.6
%
 
 
 
 
Free Cash Flow
$
250,807

 
$
(139,891
)
 
$
26,802

 
$
(73,483
)
 
$
307,732

 
22.7
%
 
 
 
 




 
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Active Customers (3)
 
 
 
 
 
 
 
 
 
 
 
North America
32.7

 
32.6

 
32.2

 
31.4

 
30.6

 
 
International
16.8

 
17.0

 
17.1

 
17.4

 
17.6

 
 
Total Active Customers
49.5

 
49.6

 
49.3

 
48.8

 
48.2

 
 
 
 
 
 
 
 
 
 
 
 
 
TTM Gross Profit / Active Customer (4)
 
 
 
 
 
 
 
 
 
 
North America
$
28.35

 
$
28.38

 
$
28.36

 
$
28.96

 
$
29.13

 
International
24.16

 
24.83

 
25.24

 
24.89

 
24.46

 
Consolidated
26.93

 
27.16

 
27.27

 
27.51

 
27.42

 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Units
54.6

 
42.4

 
40.0

 
39.5

 
50.5

 
 
Year-over-year unit growth:
 
 
 
 
 
 
 
 
 
 
 
North America
(6.6
)
%
(11.3
)
%
(14.3
)
%
(16.9
)
%
(12.9
)
%
 
International
(3.9
)
 
2.0

 
(0.6
)
 
3.4

 
3.0

 
 
Consolidated
(5.7
)
 
(7.2
)
 
(10.1
)
 
(10.6
)
 
(7.5
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Headcount
 
 
 
 
 
 
 
 
 
 
 
Sales (5)
2,407

 
2,404

 
2,373

 
2,334

 
2,268

 
 
Other
4,265

 
4,235

 
4,262

 
4,197

 
4,308

 
 
Total Headcount
6,672

 
6,639

 
6,635

 
6,531

 
6,576

 
(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 in the prior year periods.
(3)
Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.
(4)
During the first quarter 2018, we updated the calculation of TTM Gross Profit / Active Customer to reflect active customers as of the end of the period, rather than the average of active customers as of the beginning and end of period, in the denominator of the calculation. Because our active customer metrics are based on purchases over a TTM period, we believe that this change improves the usefulness of this metric. The prior period amounts have been updated to reflect this change.
(5)
Includes merchant sales representatives, as well as sales support personnel.





Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)  
The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.
 
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
Income (loss) from continuing operations
 
$
51,071

 
$
(2,795
)
 
$
(92,254
)
 
$
47,175

 
$
49,862

Adjustments:
 
 
 
 
 
 
 
 
 
 
  Stock-based compensation
 
21,673

 
19,278

 
16,266

 
15,026

 
14,251

  Depreciation and amortization
 
33,850

 
29,661

 
28,954

 
28,685

 
28,528

  Acquisition-related expense (benefit), net
 
—

 
—

 
655

 
—

 
—

  Restructuring charges
 
10

 
283

 
(399
)
 
35

 
(55
)
  IBM patent litigation
 
—

 
—

 
75,000

 
(40,400
)
 
—

  Other (income) expense, net
 
2,112

 
8,515

 
26,457

 
4,860

 
13,176

  Provision (benefit) for income taxes
 
(3,457
)
 
(2,335
)
 
1,552

 
988

 
(1,162
)
Total adjustments
 
54,188

 
55,402

 
148,485

 
9,194

 
54,738

Adjusted EBITDA
 
$
105,259

 
$
52,607

 
$
56,231

 
$
56,369

 
$
104,600

The following is a reconciliation of our annual outlook for Adjusted EBITDA to our outlook for the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.
 
Year Ending December 31, 2019
Expected income (loss) from continuing operations
$
55,000

Expected adjustments:
 
 
Stock-based compensation
 
80,000

Depreciation and amortization
 
110,000

Other (income) expense, net
 
15,000

Provision (benefit) for income taxes
 
10,000

Total expected adjustments
 
215,000

Expected Adjusted EBITDA
$
270,000

The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions, changes in the fair values of investments, foreign currency gains or losses or unusual or infrequently occurring items that may occur during 2019.
    




The following is a reconciliation of non-GAAP net income (loss) attributable to common stockholders to net income (loss) attributable to common stockholders and a reconciliation of non-GAAP net income (loss) per share to diluted net income (loss) per share for the three months and years ended December 31, 2018 and 2017.
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2018
 
2017
 
2018
 
2017
Net income (loss) attributable to common stockholders
$
46,228

 
$
47,721

 
$
(11,079
)
 
$
14,040

Less: Net income attributable to noncontrolling interest
(3,634
)
 
(3,127
)
 
(13,067
)
 
(12,587
)
Net Income
49,862

 
50,848

 
1,988

 
26,627

Less: Loss from discontinued operations, net of tax
—

 
(223
)
 
—

 
(1,974
)
Income from continuing operations
49,862

 
51,071

 
1,988

 
28,601

Less: Provision (benefit) for income taxes
(1,162
)
 
(3,457
)
 
(957
)
 
7,544

Income from continuing operations before provision (benefit) for income taxes
48,700

 
47,614

 
1,031

 
36,145

Stock-based compensation
14,251

 
21,726

 
64,821

 
81,168

Amortization of acquired intangible assets
4,182

 
5,410

 
14,498

 
23,032

Acquisition-related expense (benefit), net
—

 
—

 
655

 
48

Restructuring charges
(55
)
 
10

 
(136
)
 
18,828

Gain on sale of intangible assets
—

 
—

 
—

 
(17,149
)
Gain on sale of investment
—

 
—

 
—

 
(7,624
)
IBM patent litigation
—

 
—

 
34,600

 
—

Losses (gains), net from changes in fair value investments
752

 
(5,482
)
 
9,064

 
(382
)
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings
4,374

 
(112
)
 
13,820

 
(16,177
)
Non-cash interest expense on convertible senior notes
3,094

 
2,794

 
11,916

 
10,758

Non-GAAP income from continuing operation before provision (benefit) for income taxes
75,298

 
71,960

 
150,269

 
128,647

Non-GAAP provision (benefit) for income taxes
11,656

 
27,103

 
29,512

 
50,452

Non-GAAP net income
63,642

 
44,857

 
120,757

 
78,195

Net income attributable to noncontrolling interest
(3,634
)
 
(3,127
)
 
(13,067
)
 
(12,587
)
Non-GAAP net income (loss) attributable to common stockholders
60,008

 
41,730

 
107,690

 
65,608

Plus: Cash interest expense from assumed conversion of convertible senior notes 1
1,149

 
1,004

 
5,027

 
4,337

Non-GAAP Net income (loss) attributable to common stockholders plus assumed conversions
$
61,157

 
$
42,734

 
$
112,717

 
$
69,945

 
 
 
 
 
 
 
 
Weighted-average shares of common stock - diluted
620,708,515

 
570,734,081

 
566,511,108

 
568,418,371

Effect of dilutive securities
—

 
46,296,300

 
54,071,955

 
46,296,300

Weighted-average shares of common stock - non-GAAP
620,708,515

 
617,030,381

 
620,583,063

 
614,714,671

 
 
 
 
 
 
 
 
Diluted net income (loss) per share
$
0.08

 
$
0.08

 
$
(0.02
)
 
$
0.02

Impact of non-GAAP adjustments and related tax effects
0.02

 
(0.01
)
 
0.20

 
0.09

Non-GAAP net income per share
$
0.10

 
$
0.07

 
$
0.18

 
$
0.11

(1)
Adjustment to interest expense for assumed conversion of convertible senior notes excludes non-cash interest expense that has been added back above in calculating non-GAAP net income (loss) attributable to common stockholders.







Free cash flow is a non-GAAP liquidity measure. The following is a reconciliation of free cash flow and free cash flow excluding the IBM settlement to the most comparable U.S. GAAP liquidity measure, Net cash provided by (used in) operating activities from continuing operations.
 
Q4 2017
 
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
Net cash provided by (used in) operating activities from continuing operations (1)
$
266,249

 
$
(119,747
)
 
$
44,175

 
$
(57,389
)
 
$
323,816

Purchases of property and equipment and capitalized software from continuing operations
(15,442
)
 
(20,144
)
 
(17,373
)
 
(16,094
)
 
(16,084
)
Free cash flow (1)
$
250,807

 
$
(139,891
)
 
$
26,802

 
$
(73,483
)

$
307,732

Operating cash outflow related to the IBM settlement (2)
—

 
—

 
—

 
42,100

 
—

Free cash flow, excluding the impact of the IBM settlement
$
250,807

 
$
(139,891
)
 
$
26,802

 
$
(31,383
)
 
$
307,732

 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) investing activities from continuing operations
$
(15,751
)
 
$
(20,382
)
 
$
(75,714
)
 
$
(22,389
)
 
$
(17,497
)
Net cash provided by (used in) financing activities
$
(16,424
)
 
$
(20,899
)
 
$
(18,729
)
 
$
(9,720
)
 
$
(35,069
)
(1)
Cash flows from operating activities of continuing operations and free cash flow for the three months ended December 31, 2017 has been updated from $270.6 million previously reported and $255.1 million previously reported, respectively, to reflect the adoption of ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash, on January 1, 2018. For additional information on the adoption of ASU 2016-18, refer to Item 8, Note 2, Summary of Significant Accounting Policies, in our Annual Report on Form 10-K for the year ended December 31, 2018.
(2)
This amount represents the portion of the $57.5 million IBM settlement that was classified as an operating cash outflow. The remaining $15.4 million was capitalized for the license to use the patented technology in future periods under the terms of the settlement and license agreements and has been classified as an investing cash outflow. For additional information about the IBM settlement, refer to Item 8, Note 10, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2018.