Cover Document
Cover Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 13, 2017 | Jun. 30, 2016 | |
Entity Registrant Name | Groupon, Inc. | ||
Entity Central Index Key | 1,490,281 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock, Shares, Outstanding | 562,074,014 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,313,716,295 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, net | $ 86,655,000 | $ 68,175,000 |
Prepaid expense and other current assets | 113,435,000 | 153,705,000 |
Total current assets | 1,091,936,000 | 1,075,242,000 |
Property, equipment and software, net | 171,006,000 | 198,897,000 |
Goodwill | 283,962,000 | 287,332,000 |
Intangible assets, net | 42,915,000 | 36,483,000 |
Investments | 141,882,000 | 178,236,000 |
Deferred income taxes, non-current | 5,231,000 | 3,454,000 |
Other non-current assets | 24,445,000 | 16,620,000 |
Total Assets | 1,761,377,000 | 1,796,264,000 |
Current liabilities: | ||
Accounts payable | 29,273,000 | 24,590,000 |
Accrued merchant and supplier payables | 800,697,000 | 776,211,000 |
Accrued expenses and other current liabilities | 383,081,000 | 402,724,000 |
Accrued expenses and other current liabilities | 383,081,000 | 402,724,000 |
Total current liabilities | 1,213,051,000 | 1,203,525,000 |
Convertible Debt, Noncurrent | 178,995,000 | 0 |
Deferred income taxes, non-current | 4,215,000 | 8,612,000 |
Other non-current liabilities | 100,054,000 | 113,540,000 |
Total Liabilities | 1,496,315,000 | 1,325,677,000 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Additional paid-in capital | 2,112,728,000 | 1,964,453,000 |
Treasury stock, at cost | (807,424,000) | (645,041,000) |
Accumulated deficit | (1,099,010,000) | (901,292,000) |
Accumulated other comprehensive income | 58,052,000 | 51,206,000 |
Total Groupon, Inc. Stockholders' Equity | 264,420,000 | 469,398,000 |
Noncontrolling interests | 642,000 | 1,189,000 |
Total Equity | 265,062,000 | 470,587,000 |
Total Liabilities and Equity | 1,761,377,000 | 1,796,264,000 |
Common Stock [Member] | ||
Stockholders' Equity | ||
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 | 74,000 | 0 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 | 0 | 72,000 |
Common Class B [Member] | ||
Stockholders' Equity | ||
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 | $ 0 | 0 |
Monster LP [Member] | ||
Current assets: | ||
Accounts receivable, net | 21,821,000 | |
Prepaid expense and other current assets | 48,768,000 | |
Total current assets | 152,352,000 | |
Property, equipment and software, net | 11,453,000 | |
Goodwill | 355,101,000 | |
Intangible assets, net | 111,399,000 | |
Other non-current assets | 5,943,000 | |
Total Assets | 636,248,000 | |
Current liabilities: | ||
Accounts payable | 37,089,000 | |
Accrued merchant and supplier payables | 218,947,000 | |
Accrued expenses and other current liabilities | 21,454,000 | |
Total current liabilities | 277,490,000 | |
Other non-current liabilities | 5,125,000 | |
Total Liabilities | 282,615,000 | |
Stockholders' Equity | ||
Accumulated other comprehensive income | (27,391,000) | |
Total Partners' Capital | 353,633,000 | |
Total Liabilities and Equity | 636,248,000 | |
Monster LP [Member] | Capital Unit, Class A [Member] | ||
Stockholders' Equity | ||
Limited partners' capital account | 360,000,000 | |
Total Partners' Capital | 360,000,000 | |
Monster LP [Member] | Capital Unit, Class B [Member] | ||
Stockholders' Equity | ||
Limited partners' capital account | 21,024,000 | |
Total Partners' Capital | 21,024,000 | |
Monster LP [Member] | Capital Units, Class C [Member] | ||
Stockholders' Equity | ||
Limited partners' capital account | 0 | |
Total Partners' Capital | $ 0 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Investments, Fair Value Disclosure | $ 110,066 | $ 163,675 |
Treasury Stock [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Treasury Stock, Shares | 171,695,908 | 128,468,165 |
Common Class A [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Par Value | $ 0 | $ 0.0001 |
Common Stock, Shares Authorized | 0 | 2,000,000,000 |
Common Stock, Shares, Issued | 0 | 717,387,446 |
Common Stock, Shares, Outstanding | 0 | 588,919,281 |
Common Stock [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,010,000,000 | 2,010,000,000 |
Common Stock, Shares, Issued | 736,243,379 | 0 |
Common Stock, Shares, Outstanding | 564,547,471 | 0 |
Common Class B [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Par Value | $ 0 | $ 0.0001 |
Common Stock, Shares Authorized | 0 | 10,000,000 |
Common Stock, Shares, Issued | 0 | 2,399,976 |
Common Stock, Shares, Outstanding | 0 | 2,399,976 |
Capital Unit, Class B [Member] | Monster LP [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Shares Authorized | 64,000,000 | |
Limited Partners' Capital Account, Units Issued | 64,000,000 | |
Limited Partners' Capital Account, Units Outstanding | 64,000,000 | |
Capital Unit, Class A [Member] | Monster LP [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Shares Authorized | 72,000,000 | |
Limited Partners' Capital Account, Units Issued | 72,000,000 | |
Limited Partners' Capital Account, Units Outstanding | 72,000,000 | |
Capital Units, Class C [Member] | Monster LP [Member] | ||
Condensed Consolidated Balance Sheet Parenthetical [Line Items] | ||
Common Stock, Shares Authorized | 20,321,839 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Revenue: | ||||||
Third party and other | $ 1,303,546 | $ 1,372,533 | $ 1,501,011 | |||
Direct | 1,839,808 | 1,746,983 | 1,541,112 | |||
Total revenue | 3,143,354 | 3,119,516 | 3,042,123 | |||
Cost of revenue: | ||||||
Third party and other | 171,728 | 188,932 | 203,058 | |||
Direct | 1,614,723 | 1,545,519 | 1,373,756 | |||
Total cost of revenue | 1,786,451 | 1,734,451 | 1,576,814 | |||
Gross profit | 1,356,903 | 1,385,065 | 1,465,309 | |||
Operating expenses: | ||||||
Marketing | 362,951 | 254,335 | 241,954 | |||
Selling, general and administrative | 1,066,168 | 1,192,792 | 1,191,385 | |||
Restructuring charges | 43,608 | 29,568 | 0 | |||
Gain (Loss) on Disposition of Business | (11,711) | (13,710) | 0 | |||
Acquisition-related expense (benefit), net | 5,650 | 1,857 | 1,269 | |||
Total operating expenses | 1,466,666 | 1,464,842 | 1,434,608 | |||
(Loss) income from operations | (109,763) | (79,777) | 30,701 | |||
Other expense, net | (76,107) | (28,539) | (33,450) | |||
(Loss) income before provision for income taxes | (185,870) | (108,316) | (2,749) | |||
Provision for income taxes | (2,547) | (19,145) | 15,724 | |||
Income (loss) from discontinued operations, net of tax | 0 | 122,850 | [1] | (45,446) | ||
Net income attributable to noncontrolling interests | (11,264) | [2] | (13,011) | (9,171) | ||
Net loss attributable to Groupon, Inc. | $ (194,587) | [2] | $ 20,668 | $ (73,090) | ||
Net loss per share | ||||||
Continuing operations | $ (0.34) | $ (0.16) | $ (0.04) | |||
Discontinued operations | 0 | 0.19 | (0.07) | |||
Basic and Diluted, net (loss) earnings per share | $ (0.34) | $ 0.03 | $ (0.11) | |||
Weighted average number of shares outstanding | ||||||
Basic, weighted average number of shares outstanding | 576,354,258 | [2] | 650,106,225 | 674,832,393 | ||
Diluted, weighted average number of shares outstanding | 576,354,258 | 650,106,225 | 674,832,393 | |||
Monster LP [Member] | ||||||
Revenue: | ||||||
Third party and other | $ 20,810 | |||||
Direct | 63,087 | |||||
Total revenue | 83,897 | |||||
Cost of revenue: | ||||||
Third party and other | 21,357 | |||||
Direct | 81,526 | |||||
Total cost of revenue | 102,883 | |||||
Gross profit | (18,986) | |||||
Operating expenses: | ||||||
Marketing | 32,537 | |||||
Selling, general and administrative | 59,855 | |||||
Total operating expenses | 92,392 | |||||
(Loss) income from operations | (111,378) | |||||
Other expense, net | 3,459 | |||||
(Loss) income before provision for income taxes | (107,919) | |||||
Provision for income taxes | 0 | |||||
Net loss attributable to Groupon, Inc. | $ (107,919) | |||||
[1] | The income from discontinued operations, net of tax, for the year ended December 31, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. | |||||
[2] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Net loss | $ (183,323) | $ 33,679 | $ (63,919) | |||
Income (loss) from continuing operations | (183,323) | [1] | (89,171) | (18,473) | ||
Other comprehensive (loss) income, net of tax: | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (5,700) | |||||
Foreign currency translation adjustments | 5,988 | 15,497 | 11,625 | |||
Pension liability adjustment | 830 | (113) | (1,500) | |||
Amortization of pension net actuarial loss (gains) to earnings | 98 | 100 | 0 | |||
Net change in unrealized gain (loss) (net of tax effect of $3 and $285 for the years ended December 31, 2015 and 2014, respectively) | 928 | (13) | (1,500) | |||
Net unrealized (loss) gain during the period | (70) | (41) | (210) | |||
Reclassification Adjustment | 0 | 0 | 831 | |||
Net change in unrealized gain (loss), net | (70) | (41) | 621 | |||
Other comprehensive income | 6,846 | 7,479 | 18,710 | |||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 122,850 | (45,446) | |||
Income (loss) from discontinued operations, net of tax | 0 | 122,850 | [2] | (45,446) | ||
Comprehensive loss | (176,477) | 49,122 | (53,173) | |||
Comprehensive income attributable to noncontrolling interests | (11,264) | (13,011) | (8,984) | |||
Comprehensive loss attributable to Groupon Inc. | (187,741) | 36,111 | (62,157) | |||
Continuing Operations [Member] | ||||||
Other comprehensive (loss) income, net of tax: | ||||||
Net unrealized gain (loss) during the period | 7,725 | 19,589 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (192) | 0 | ||||
Foreign currency translation adjustments | 5,988 | 7,533 | 19,589 | |||
Comprehensive loss | (176,477) | (81,692) | 237 | |||
Discontinued Operations, Disposed of by Sale [Member] | ||||||
Other comprehensive (loss) income, net of tax: | ||||||
Net unrealized gain (loss) during the period | 0 | (4,349) | (7,964) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 12,313 | 0 | |||
Foreign currency translation adjustments | 0 | 7,964 | (7,964) | |||
Other comprehensive income | $ 0 | $ 130,814 | $ (53,410) | |||
Monster LP [Member] | ||||||
Net loss | $ (107,919) | |||||
Other comprehensive (loss) income, net of tax: | ||||||
Foreign currency translation adjustments | (27,391) | |||||
Comprehensive loss attributable to Groupon Inc. | $ (135,310) | |||||
[1] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. | |||||
[2] | The income from discontinued operations, net of tax, for the year ended December 31, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) Condensed Consolidated Statements of Comprehensive Income (Loss) Parenthetical - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income Parenthetical [Abstract] | |||
Tax effects for change in unrealized gain (loss) | $ 43 | $ 25 | $ 383 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | $ 176 | $ 3 | $ 285 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Monster LP [Member] | Monster LP [Member]Capital Unit, Class A [Member] | Monster LP [Member]Capital Unit, Class B [Member] | Monster LP [Member]Capital Units, Class C [Member] | Monster LP [Member]AOCI Attributable to Parent [Member] | |
Beginning Balance, Shares, Outstanding at Dec. 31, 2013 | 672,549,952 | |||||||||||||
Beginning Balance, Equity at Dec. 31, 2013 | $ 711,682,000 | $ 67,000 | $ 1,584,211,000 | $ (848,870,000) | $ 24,830,000 | $ 713,651,000 | $ (1,969,000) | |||||||
Beginning Balance, Treasury Stock, Shares at Dec. 31, 2013 | 4,432,800 | |||||||||||||
Beginning Balance, Treasury Stock, Value at Dec. 31, 2013 | $ (46,587,000) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (63,919,000) | (73,090,000) | (73,090,000) | 9,171,000 | ||||||||||
Foreign currency translation adjustments | (11,625,000) | (11,812,000) | (11,812,000) | 187,000 | ||||||||||
Pension liability adjustment | 1,500,000 | (1,500,000) | (1,500,000) | |||||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | (1,500,000) | |||||||||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | 621,000 | 621,000 | 621,000 | |||||||||||
Common stock issued in connection with acquisition of business, shares | (15,255,180) | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,000 | |||||||||||||
Stock Issued During Period, Value, Acquisitions | 173,815,000 | 173,813,000 | 173,815,000 | |||||||||||
Shares issued to settle liability-classified awards, shares | 102,180 | |||||||||||||
Shares issued to settle liability-classified awards and contingent consideration | 1,041,000 | 1,041,000 | 1,041,000 | |||||||||||
Purchase of Interests in Consolidated Subsidiaries | (3,895,000) | (6,310,000) | (6,310,000) | 2,415,000 | ||||||||||
Exercise of stock options, shares | 1,029,471 | |||||||||||||
Exercise of stock options, value | 1,118,000 | $ 0 | 1,118,000 | 1,118,000 | ||||||||||
Vesting of restricted stock units, shares | 17,323,096 | |||||||||||||
Vesting of restricted stock units, value | $ 1,000 | (1,000) | ||||||||||||
Shares issued under employee stock purchase plan, shares | 857,171 | |||||||||||||
Shares issued under employee stock purchase plan, value | 5,396,000 | 5,396,000 | 5,396,000 | |||||||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (5,708,990) | |||||||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (44,509,000) | (44,509,000) | (44,509,000) | |||||||||||
Stock-based compensation on equity-classified awards | 133,230,000 | 133,230,000 | 133,230,000 | |||||||||||
Excess tax benefits on stock-based compensation awards | (569,000) | 569,000 | 569,000 | |||||||||||
Purchases of treasury stock, shares | (22,806,304) | |||||||||||||
Purchases of treasury stock, value | (151,880,000) | $ (151,880,000) | (151,880,000) | |||||||||||
Partnership distributions to noncontrolling interest holders | (7,312,000) | (7,312,000) | ||||||||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2014 | 27,239,104 | |||||||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2014 | $ (198,467,000) | |||||||||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2014 | 701,408,060 | |||||||||||||
Ending Balance, Equity at Dec. 31, 2014 | 764,944,000 | $ 70,000 | 1,847,420,000 | (921,960,000) | 35,763,000 | 762,826,000 | 2,118,000 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||
Net loss | (73,090,000) | |||||||||||||
Foreign currency translation | 11,625,000 | 11,812,000 | 11,812,000 | (187,000) | ||||||||||
Net loss | 33,679,000 | 20,668,000 | 20,668,000 | 13,011,000 | ||||||||||
Foreign currency translation adjustments | (15,497,000) | (15,497,000) | (15,497,000) | 0 | ||||||||||
Pension liability adjustment | 113,000 | (13,000) | (13,000) | |||||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | (13,000) | |||||||||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (41,000) | (41,000) | (41,000) | |||||||||||
Common stock issued in connection with acquisition of business, shares | (2,203,861) | |||||||||||||
Exercise of stock options, shares | 673,608 | |||||||||||||
Exercise of stock options, value | 951,000 | 951,000 | 951,000 | |||||||||||
Vesting of restricted stock units, shares | 21,306,534 | |||||||||||||
Vesting of restricted stock units, value | $ 3,000 | (3,000) | ||||||||||||
Shares issued under employee stock purchase plan, shares | 1,037,198 | |||||||||||||
Shares issued under employee stock purchase plan, value | 4,857,000 | 4,857,000 | 4,857,000 | |||||||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (6,841,839) | |||||||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (40,819,000) | $ (1,000) | (40,818,000) | (40,819,000) | ||||||||||
Stock-based compensation on equity-classified awards | 156,386,000 | 156,386,000 | 156,386,000 | |||||||||||
Excess tax benefits on stock-based compensation awards | (4,340,000) | 4,340,000 | 4,340,000 | |||||||||||
Purchases of treasury stock, shares | (101,229,061) | |||||||||||||
Purchases of treasury stock, value | (446,574,000) | $ (446,574,000) | (446,574,000) | |||||||||||
Partnership distributions to noncontrolling interest holders | (13,940,000) | (13,940,000) | ||||||||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2015 | (128,468,165) | |||||||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2015 | (645,041,000) | $ (645,041,000) | ||||||||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2015 | 719,787,422 | |||||||||||||
Ending Balance, Equity at Dec. 31, 2015 | 470,587,000 | $ 72,000 | 1,964,453,000 | (901,292,000) | 51,206,000 | 469,398,000 | 1,189,000 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||
Net loss | 20,668,000 | |||||||||||||
Foreign currency translation | 15,497,000 | 15,497,000 | 15,497,000 | 0 | ||||||||||
Partners' capital, ending balance (in units) at Dec. 31, 2015 | 72,000,000 | 64,000,000 | 0 | |||||||||||
Partners' capital, ending balance at Dec. 31, 2015 | $ 353,633,000 | $ 360,000,000 | $ 21,024,000 | $ 0 | $ (27,391,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Foreign currency translation adjustments | 27,391,000 | |||||||||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2015 | (128,468,165) | |||||||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2015 | (645,041,000) | $ (645,041,000) | ||||||||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2015 | 719,787,422 | |||||||||||||
Ending Balance, Equity at Dec. 31, 2015 | 470,587,000 | $ 72,000 | 1,964,453,000 | (901,292,000) | 51,206,000 | 469,398,000 | 1,189,000 | |||||||
Partners' capital, beginning balance (in units) at May. 27, 2015 | 70,000,000 | 0 | 0 | |||||||||||
Partners' capital, beginning balance at May. 27, 2015 | 350,000,000 | $ 350,000,000 | $ 0 | $ 0 | 0 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||
Cash contributions for Class A units (in units) | 2,000,000 | |||||||||||||
Cash contributions for Class A units | $ 10,000,000 | |||||||||||||
Class B units issued in connection with acquisition (in units) | 64,000,000 | |||||||||||||
Class B units issued in connection with acquisition | $ 128,607,000 | |||||||||||||
Net loss | (107,919,000) | |||||||||||||
Expenses funded by Class B unit holder | $ (336,000) | |||||||||||||
Foreign currency translation | (27,391,000) | |||||||||||||
Partners' capital, ending balance (in units) at Dec. 31, 2015 | 72,000,000 | 64,000,000 | 0 | |||||||||||
Partners' capital, ending balance at Dec. 31, 2015 | $ 353,633,000 | $ 360,000,000 | $ 21,024,000 | $ 0 | $ (27,391,000) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | (3,131,000) | (3,131,000) | (3,131,000) | |||||||||||
Net loss | (183,323,000) | (194,587,000) | (194,587,000) | 11,264,000 | ||||||||||
Foreign currency translation adjustments | (5,988,000) | (5,988,000) | (5,988,000) | 0 | ||||||||||
Pension liability adjustment | (830,000) | 928,000 | 928,000 | 0 | ||||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 928,000 | |||||||||||||
Unrealized gain (loss) on available-for-sale debt security, net of tax | (70,000) | (70,000) | (70,000) | |||||||||||
Common stock issued in connection with acquisition of business, shares | (196,968) | |||||||||||||
Common stock issued in connection with acquisition of business, net of issuance costs | 0 | $ 0 | 0 | 0 | ||||||||||
Exercise of stock options, shares | 491,483 | |||||||||||||
Exercise of stock options, value | 620,000 | 620,000 | 620,000 | |||||||||||
Vesting of restricted stock units, shares | 22,698,324 | |||||||||||||
Vesting of restricted stock units, value | $ 3,000 | (3,000) | ||||||||||||
Shares issued under employee stock purchase plan, shares | 1,669,782 | |||||||||||||
Shares issued under employee stock purchase plan, value | 4,358,000 | 4,358,000 | 4,358,000 | |||||||||||
Tax withholding related to net share settlements of stock-based compensation awards, shares | (7,918,272) | |||||||||||||
Tax withholding related to net share settlements of stock-based compensation awards, value | (31,161,000) | $ (1,000) | (31,160,000) | (31,161,000) | ||||||||||
Stock-based compensation on equity-classified awards | 131,114,000 | 131,114,000 | 131,114,000 | |||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 67,014,000 | |||||||||||||
Excess tax benefits on stock-based compensation awards | (67,014,000) | (67,014,000) | ||||||||||||
Purchase of Convertible Note Hedges | (59,163,000) | (59,163,000) | (59,163,000) | |||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 35,495,000 | 35,495,000 | 35,495,000 | |||||||||||
Purchases of treasury stock, shares | (43,227,743) | |||||||||||||
Purchases of treasury stock, value | (162,383,000) | $ (162,383,000) | (162,383,000) | |||||||||||
Partnership distributions to noncontrolling interest holders | (11,811,000) | (11,811,000) | ||||||||||||
Ending Balance, Treasury Stock, Shares at Dec. 31, 2016 | (171,695,908) | |||||||||||||
Ending Balance, Treasury Stock, Value at Dec. 31, 2016 | (807,424,000) | $ (807,424,000) | ||||||||||||
Ending Balance, Shares, Outstanding at Dec. 31, 2016 | 736,531,771 | |||||||||||||
Ending Balance, Equity at Dec. 31, 2016 | 265,062,000 | $ 74,000 | $ 2,112,728,000 | $ (1,099,010,000) | 58,052,000 | 264,420,000 | 642,000 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||
Net loss | [1] | (194,587,000) | ||||||||||||
Foreign currency translation | $ 5,988,000 | $ 5,988,000 | $ 5,988,000 | $ 0 | ||||||||||
[1] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 7 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Operating activities | |||||||
Net loss | $ (194,587,000) | [1] | $ 20,668,000 | $ (73,090,000) | |||
Net loss | (183,323,000) | 33,679,000 | (63,919,000) | ||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 122,850,000 | (45,446,000) | ||||
Income (loss) from discontinued operations, net of tax | 0 | 122,850,000 | [2] | (45,446,000) | |||
Income (loss) from continuing operations | (183,323,000) | [1] | (89,171,000) | (18,473,000) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Depreciation, Depletion and Amortization | 118,720,000 | 113,048,000 | 94,145,000 | ||||
Amortization of acquired intangible assets | 18,948,000 | 19,922,000 | 20,896,000 | ||||
Stock-based compensation | 118,152,000 | 142,069,000 | 115,290,000 | ||||
Restructuring Costs and Asset Impairment Charges | 421,000 | 7,267,000 | 0 | ||||
Gain (Loss) on Disposition of Business | (11,711,000) | (13,710,000) | 0 | ||||
Deferred income taxes | (10,621,000) | (8,985,000) | (11,124,000) | ||||
Loss on equity method investments | 0 | 0 | 459,000 | ||||
(Gain) loss, net from changes in fair value of contingent consideration | 4,092,000 | [3] | 240,000 | (2,444,000) | [3] | ||
Gain (Loss) on Investments | 48,141,000 | 2,943,000 | 0 | ||||
Impairment of investments | 0 | 0 | 2,036,000 | ||||
Amortization of Debt Discount (Premium) | 7,376,000 | 0 | 0 | ||||
Change in assets and liabilities, net of acquisitions: | |||||||
Restricted cash | (1,327,000) | 4,630,000 | 7,195,000 | ||||
Accounts receivable | (14,563,000) | 13,313,000 | (16,277,000) | ||||
Prepaid expenses and other current assets | 40,808,000 | 21,545,000 | 13,933,000 | ||||
Accounts payable | 3,214,000 | 8,601,000 | (14,046,000) | ||||
Accrued merchant and supplier payables | 18,445,000 | 40,217,000 | 54,921,000 | ||||
Accrued expenses and other current liabilities | (34,512,000) | 56,040,000 | (9,986,000) | ||||
Other, net | (5,155,000) | (18,222,000) | 31,952,000 | ||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 117,105,000 | 299,747,000 | 268,477,000 | ||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 0 | (37,248,000) | 36,327,000 | ||||
Net cash provided by operating activities | 117,105,000 | 262,499,000 | 304,804,000 | ||||
Investing activities | |||||||
Purchases of property and equipment and capitalized software | (68,893,000) | (83,988,000) | (83,560,000) | ||||
Cash Divested from Deconsolidation | (2,422,000) | (1,404,000) | 0 | ||||
Acquisitions of businesses, net of acquired cash | 14,539,000 | (69,888,000) | (59,735,000) | ||||
Purchases of investments | 0 | (25,289,000) | (6,726,000) | ||||
Proceeds from Sale of Investment Projects | 1,685,000 | 6,010,000 | 0 | ||||
Purchases of intangible assets | (2,395,000) | (2,691,000) | (2,797,000) | ||||
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | (57,486,000) | (177,250,000) | (152,818,000) | ||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 0 | 244,470,000 | (76,638,000) | ||||
Net cash used in investing activities | (57,486,000) | 67,220,000 | (229,456,000) | ||||
Financing activities | |||||||
Proceeds from Lines of Credit | 0 | 195,000,000 | 0 | ||||
Repayments of Lines of Credit | 0 | (195,000,000) | 0 | ||||
Proceeds from Convertible Debt | 250,000,000 | 0 | 0 | ||||
Debt issuance costs | (8,147,000) | 0 | (1,029,000) | ||||
Payments for Hedge, Financing Activities | (59,163,000) | 0 | 0 | ||||
Proceeds from Issuance of Warrants | 35,495,000 | 0 | 0 | ||||
Payments for purchases of treasury stock | (165,357,000) | (442,767,000) | (153,253,000) | ||||
Taxes paid related to net share settlements of stock-based compensation awards | (29,777,000) | (40,101,000) | (43,618,000) | ||||
Common stock issuance costs in connection with acquisition of business | 0 | 0 | (158,000) | ||||
Settlements of purchase price obligations related to acquisitions | 0 | 0 | (3,136,000) | ||||
Proceeds from stock option exercises and employee stock purchase plan | 4,978,000 | 5,808,000 | 6,514,000 | ||||
Partnership distribution payments to noncontrolling interest holders | (11,811,000) | (13,940,000) | (8,034,000) | ||||
Payment of Contingent Consideration | (285,000) | (382,000) | 0 | ||||
Payments of capital lease obligations | (30,598,000) | (24,403,000) | (7,422,000) | ||||
Net cash (used in) provided by financing activities | (14,665,000) | (515,785,000) | (210,136,000) | ||||
Effect of exchange rate changes on cash and cash equivalents | (6,470,000) | (32,485,000) | (33,771,000) | ||||
Cash and Cash Equivalents, Period Increase (Decrease), including cash classified within current assets held for sale | 38,484,000 | (218,551,000) | (168,559,000) | ||||
Net Cash Provided by (Used in) Discontinued Operations | 0 | (55,279,000) | 55,279,000 | ||||
Net (decrease) increase in cash and cash equivalents | 38,484,000 | (163,272,000) | (223,838,000) | ||||
Cash and cash equivalents, beginning of period | 853,362,000 | 1,016,634,000 | |||||
Cash and cash equivalents, end of period | $ 853,362,000 | 891,846,000 | 853,362,000 | 1,016,634,000 | |||
Supplemental Cash Flow Information [Abstract] | |||||||
Income Taxes Paid | (4,255,000) | (3,596,000) | (24,006,000) | ||||
Non-cash investing and financing activities | |||||||
Contingent consideration liabilities incurred in connection with acquisitions | 21,611,000 | 44,539,000 | 36,574,000 | ||||
Payments for Tenant Improvements | 4,990,000 | 6,711,000 | 0 | ||||
Issuance of common stock in connection with acquisition of business | 173,815,000 | ||||||
Treasury Stock, Liability for Purchases | 4,181,000 | 1,207,000 | 4,181,000 | 374,000 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 0 | 9,605,000 | 4,388,000 | ||||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 526,000 | 526,000 | 1,598,000 | ||||
Monster LP [Member] | |||||||
Non-cash investing and financing activities | |||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 0 | 122,075,000 | 0 | ||||
GroupMax [Member] | |||||||
Non-cash investing and financing activities | |||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 0 | 16,400,000 | 0 | ||||
Discontinued Operations [Member] | |||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Stock-based compensation | 5,300,000 | 6,700,000 | |||||
Supplemental Cash Flow Information [Abstract] | |||||||
Income Taxes Paid | 0 | (13,870,000) | 0 | ||||
Non-cash investing and financing activities | |||||||
Issuance of common stock in connection with acquisition of business | 0 | 0 | 162,862,000 | ||||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 0 | 0 | 186,000 | ||||
Continuing Operations [Member] | |||||||
Non-cash investing and financing activities | |||||||
Issuance of common stock in connection with acquisition of business | 0 | 0 | 11,110,000 | ||||
Accounts payable and accrued expenses related to purchases of property and equipment and capitalized software | 3,867,000 | 2,457,000 | $ 1,923,000 | ||||
Investment Type [Member] | |||||||
Non-cash investing and financing activities | |||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 13,507,000 | ||||||
Monster LP [Member] | |||||||
Operating activities | |||||||
Net loss | (107,919,000) | ||||||
Net loss | (107,919,000) | ||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||
Depreciation, Depletion and Amortization | 14,378,000 | ||||||
Expenses funded by Class B unit holder | 336,000 | ||||||
Amortization of acquired intangible assets | 11,800,000 | ||||||
Deferred income taxes | 0 | ||||||
Change in assets and liabilities, net of acquisitions: | |||||||
Restricted cash | (15,495,000) | ||||||
Accounts receivable | (5,504,000) | ||||||
Prepaid expenses and other current assets | (16,920,000) | ||||||
Increase (Decrease) in Other Noncurrent Assets | (2,513,000) | ||||||
Accounts payable | 27,022,000 | ||||||
Accrued merchant and supplier payables | 80,488,000 | ||||||
Accrued expenses and other current liabilities | 4,296,000 | ||||||
Other, net | (106,000) | ||||||
Net cash provided by operating activities | (21,937,000) | ||||||
Investing activities | |||||||
Purchases of property and equipment and capitalized software | (6,796,000) | ||||||
Acquisitions of businesses, net of acquired cash | (247,484,000) | ||||||
Net cash used in investing activities | (254,280,000) | ||||||
Financing activities | |||||||
Partners' Capital Account, Contributions | 10,000,000 | ||||||
Net cash (used in) provided by financing activities | 10,000,000 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (2,020,000) | ||||||
Net (decrease) increase in cash and cash equivalents | (268,237,000) | ||||||
Cash and cash equivalents, beginning of period | $ 81,763,000 | ||||||
Cash and cash equivalents, end of period | 81,763,000 | $ 81,763,000 | |||||
Non-cash investing and financing activities | |||||||
Partners' Capital Account, Acquisitions | 128,607,000 | ||||||
Capital Unit, Class A [Member] | Monster LP [Member] | |||||||
Financing activities | |||||||
Partners' Capital Account, Contributions | 10,000,000 | ||||||
Capital Unit, Class B [Member] | Monster LP [Member] | |||||||
Non-cash investing and financing activities | |||||||
Partners' Capital Account, Acquisitions | $ 128,607,000 | ||||||
[1] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. | ||||||
[2] | The income from discontinued operations, net of tax, for the year ended December 31, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. | ||||||
[3] | Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION [Abstract] | |
Business Description and Basis of Presentation [Text Block] | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and subsidiaries (the "Company"), which commenced operations in October 2008, operates online local commerce marketplaces throughout the world that connect merchants to consumers by offering goods and services, generally at a discount. Customers access those marketplaces through the Company's websites, primarily localized groupon.com sites in many countries, and its mobile applications. The Company's operations are organized into three segments: North America, EMEA, which is comprised of Europe, Middle East and Africa, and the remainder of the Company's international operations ("Rest of World"). See Note 18, Segment Information. In May 2015, the Company sold a controlling stake in its subsidiary Ticket Monster, Inc. ("Ticket Monster"), an entity based in the Republic of Korea, that resulted in its deconsolidation. The financial results of Ticket Monster, including the gain on disposition and related income tax effects, are presented as discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2015 and 2014. See Note 3, Discontinued Operations and Other Dispositions , for additional information. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Monster Holdings LP (the "Partnership") is a Delaware Limited Partnership that was formed on April 1, 2015 and had no operations until May 27, 2015, when the Partnership acquired from a wholly-owned subsidiary of Groupon Inc. ("Groupon") all of the outstanding equity interests of LivingSocial Korea, Inc. ("LSK"), a Korean corporation and holding company of Ticket Monster Inc. ("Ticket Monster"). The accompanying consolidated financial statements are presented from May 27, 2015, the date on which Groupon sold LSK to the Partnership and recognized its minority interest in that entity. Ticket Monster is an e-commerce company based in the Republic of Korea that connects merchants to consumers by offering goods and services at a discount. Ticket Monster acts as a marketing agent by selling vouchers that can be redeemed for products or services with third party merchants. Ticket Monster also sells merchandise inventory directly to customers. Customers can access Ticket Monster's deal offerings directly through its website and mobile application and indirectly using search engines. Ticket Monster also sends emails to its subscribers with deal offerings that are targeted by location and personal preferences. Liquidity Risks As of December 31, 2015, the Partnership had $81.8 million of cash and cash equivalents and a working capital deficit of $125.1 million . In the normal course of business, the Partnership collects cash from credit card payment processors shortly after a sale occurs and remits payments to merchants and suppliers at a later date in accordance with the related contractual payment terms. This favorable working capital cycle is expected to continue for the foreseeable future. For the period from May 27, 2015 through December 31, 2015, the Partnership incurred $21.9 million of negative cash flows from operations and $6.8 million of capital expenditures. The Partnership believes that its current liquidity resources will be adequate to meet its obligations as they come due for a period of at least one year from March 30, 2016, the date at which the consolidated financial statements were available to be issued. In the event of any unexpected adverse change in its business, the Partnership has the ability and intent to reduce discretionary spending to increase liquidity and also plans to obtain additional equity or debt financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the consolidated financial statements as "Noncontrolling interests." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the cost method, the fair value option or as available-for-sale securities, as appropriate. Adoption of New Accounting Standards The Company adopted the guidance in Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , as of December 31, 2016. This ASU requires management to assess a company's ability to continue as a going concern and to provide related disclosures in certain circumstances. Based on the results of the Company's analysis, no additional disclosures were required. The Company adopted the guidance in ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting , on January 1, 2016. Under this ASU, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur and the impact of that change in accounting policy has been recorded as a $3.1 million cumulative effect adjustment to increase its accumulated deficit as of January 1, 2016. Additionally, ASU 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense (benefit), net. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings has been applied on a prospective basis to settlements occurring on or after January 1, 2016 and the impact of applying that guidance was not material to the consolidated financial statements for the year ended December 31, 2016. ASU 2016-09 also 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 increases of $7.6 million and $16.0 million to net cash provided by operating activities and a corresponding increase to net cash used in financing activities in the accompanying consolidated statement of cash flows for the years ended December 31, 2015 and 2014, respectively, as compared to the amounts previously reported. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying consolidated financial statements. The Company adopted the guidance in ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis , on January 1, 2016. This ASU expands the variable interest entity ("VIE") criteria to specifically include limited partnerships in certain circumstances. The adoption of ASU 2015-02 did not have a material impact on the accompanying consolidated financial statements. The Company determined that Monster Holdings LP ("Monster LP") is not a VIE under ASU 2015-02, which is consistent with its conclusion prior to adoption of the ASU. That investment is evaluated as a corporation, rather than a limited partnership, for purposes of making consolidation determinations because its governance structure is akin to a corporation. Under the terms of Monster LP’s amended and restated agreement of limited partnership, all of the objectives and purposes of Monster LP are carried out by a board of directors, rather than a general partner. Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, investments, customer refunds, contingent liabilities and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Company's credit card and other payment processors for cleared transactions. The carrying amount of the Company's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out ("FIFO") method of accounting and are valued at the lower of cost or market value. The Company writes down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. Restricted Cash Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to contractual arrangements with certain financial institutions. The Company had $5.8 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2016 . The Company had $4.7 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2015 . Property and Equipment Property and equipment are stated at cost and assets under capital leases are stated at the present value of minimum lease payments. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer hardware and office equipment, five to ten years for furniture and fixtures and warehouse equipment and the shorter of the term of the lease or the asset’s useful life for leasehold improvements and assets under capital leases. Internal-Use Software The Company incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within "Property, equipment and software, net" on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the estimated useful lives of the assets of two years. Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. Goodwill Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For reporting units with a negative book value (i.e., excess of liabilities over assets), the Company evaluates qualitative factors to determine whether it is necessary to perform the second step of the goodwill impairment test. Investments Investments in nonmarketable equity shares with no redemption provisions that are not common stock or in-substance common stock or for which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and are classified within "Investments" on the consolidated balance sheets. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Investments in common stock or in-substance common stock for which the Company has the ability to exercise significant influence are accounted for under the equity method, except where the Company has made an irrevocable election to account for the investments at fair value. These investments are classified within "Investments" on the consolidated balance sheets. The Company's proportionate share of income or loss on equity method investments and changes in the fair values of investments for which the fair value option has been elected are presented within "Other income (expense), net" on the consolidated statements of operations. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within "Investments" on the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within "Accumulated other comprehensive income (loss)" on the consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within "Other income (expense), net" on the consolidated statements of operations. Other-than-Temporary Impairment of Investments An unrealized loss exists when the current fair value of an investment is less than its cost basis. The Company conducts reviews of its investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. This evaluation, which is performed at the individual investment level, considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company's intent and ability to hold the investment for a period of time that is sufficient to allow for an anticipated recovery in value. Evidence considered in this evaluation includes the amount of the impairment, the length of time that the investment has been impaired, the factors contributing to the impairment, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company's strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery in value. Additionally, the Company considers whether it intends to sell the investment or whether it is more likely than not that it will be required to sell the investment before recovery of its amortized cost basis. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are not recorded for cost method investments and equity method investments, while such losses are recorded, net of tax, in accumulated other comprehensive income (loss) for available-for-sale securities. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company regularly reviews deferred tax assets to assess whether it is more-likely-than-not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more-likely-than-not that deferred tax assets will be realized, the Company considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 14, Income Taxes , for further information about the Company's valuation allowance assessments. The Company is subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, the Company's effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, or by changes in the relevant laws, regulations, principles and interpretations. The Company accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Lease and Asset Retirement Obligations The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within "Selling, general and administrative" on the consolidated statements of operations. Minimum lease payments made under capital leases are apportioned between interest expense, which is presented within "Other income (expense), net" on the consolidated statements of operations, and a reduction of the related capital lease obligations, which are classified within "Accrued expenses and other current liabilities" and "Non-current liabilities" on the consolidated balance sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within "Selling, general and administrative" on the consolidated statements of operations. Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. Third-party revenue The Company generates third-party revenue from transactions in which it acts as a marketing agent, primarily by selling vouchers ("Groupons") through its online local commerce marketplaces that can be redeemed for goods or services with third-party merchants. The Company's marketplaces include three primary categories of offerings: Local, Goods and Travel. Third-party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant. Revenue is presented on a net basis because the Company is acting as a marketing agent of the merchant in those transactions. Third-party revenue is recognized when the customer purchases a voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Company's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Company's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. For a portion of the hotel offerings available through the Company's online local marketplaces, customers make room reservations directly through its websites. Such reservations are generally cancelable at any time prior to check-in and the Company defers the revenue on those transactions until the customer's stay commences. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Company retains all of the gross billings. The Company recognizes incremental revenue from unredeemed vouchers and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Company believes is shortly after deal expiration in most jurisdictions that have payment arrangements structured under a redemption model. Direct revenue The Company generates direct revenue from selling merchandise inventory through its Goods category in transactions for which it is the merchant of record. Direct revenue is reported on a gross basis as the purchase price received from the customer. The Company is the primary obligor in those transactions, is subject to general inventory risk and has latitude in establishing prices. For Goods transactions in which the Company acts as a marketing agent of a third-party merchant, revenue is recorded on a net basis and is presented within third-party revenue. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Other revenue Commission revenue is earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. The Company recognizes that commission revenue in the period when the underlying transactions are completed. Advertising revenue is recognized when the advertiser's logo or website link has been included on the Company's websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Refunds Estimated refunds are recorded as a reduction of revenue, except for refunds on third-party revenue transactions for which the merchant’s share is not recoverable, which are presented as a cost of revenue. The liability for estimated refunds is included within "Accrued expenses and other current liabilities" on the consolidated balance sheets. The Company estimates future refunds utilizing a statistical model that incorporates historical refund experience, including the relative risk of refunds based on transaction value and deal category. The portion of customer refunds for which the merchant's share is not recoverable on third-party revenue deals is estimated based on the refunds that are expected to be issued after expiration of the related vouchers, the refunds that are expected to be issued due to merchant bankruptcies or poor customer experience and whether the payment terms of the related merchant contracts are structured using a redemption payment model or a fixed payment model. The Company assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Company's refund policies or general economic conditions, may cause future refunds to differ from its initial estimates. If actual results are not consistent with the estimates or assumptions stated above, the Company may need to change its future estimates, and the effects could be material to the consolidated financial statements. Discounts The Company provides discount offers to encourage purchases of goods and services through its marketplaces. The Company records discounts as a reduction of revenue. Sales and related taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Cost of revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Company's fulfillment center. For third-party revenue transactions, cost of revenue includes estimated refunds for which the merchant's share is not recoverable. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of the Company's websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees, are attributed to cost of third-party revenue, direct revenue and other revenue in proportion to gross billings during the period. Customer Credits The Company issues credits to its customers that can be applied against future purchases through its online local marketplaces for certain qualifying acts, such as referring new customers, and also to satisfy refund requests. The Company has recorded its customer credit obligations within "Accrued expenses and other current liabilities" on the consolidated balance sheets (Note 8, Supplemental Consolidated Balance Sheet and Statements of Operations Information ). Customer credit obligations incurred for new customer referrals or other qualifying acts are expensed as incurred and are classified within "Marketing" on the consolidated statements of operations. Customer credits issued to satisfy refund requests are applied as a reduction to the refunds reserve. Stock-Based Compensation The Company measures stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. The Company presents stock-based compensation expense within the consolidated statements of operations based on the classification of the respective employees' cash compensation. See Note 12, Compensation Arrangements . Foreign Currency Balance sheet accounts of the Company's operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within "Accumulated other comprehensive income" on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within "Other income (expense), net" on the consolidated statements of operations. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Gross versus Net) , which is effective upon adoption of ASU 2014-09. This ASU clarifies the implementation guidance in ASU 2014-09 on principal versus agent considerations. These ASUs are effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. For merchant payment arrangements that are structured under a redemption model, the Company expects that it will be required to estimate the incremental revenue from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale under ASU 2014-09, rather than when its legal obligation expires. The potential impact of that change could increase or decrease the Company's revenue in any given period as compared to its current policy depending on the relative amounts of the estimated incremental revenue from unredeemed vouchers on current transactions as compared to the actual incremental revenue from vouchers that expire unredeemed in that period. The Company is still evaluating these ASUs for other potential impacts on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory . This ASU requires inventory to be measured at the lower of cost or net realizable value, rather than the lower of cost or market. The ASU is effective for annual reporting periods beginning after December 31, 2016 and interim periods within those annual periods. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU requires equity securities to be measured at fair value with changes in fair value recognized through net income and will eliminate the cost method for equity securities without readily determinable fair values. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The impact of the ASU on the Company's cost method investments will depend on changes in their fair values in periods after the adoption date. While the Company is still assessing the impact of ASU 2016-01, it does not expect that the adoption of this guidance will otherwise have a material impact on its consolidated financial statements. In February 2016, the FASB issued |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Dispositions [Abstract] | |
Discontinued Operations and Dispositions | DISCONTINUED OPERATIONS AND OTHER DISPOSITIONS Discontinued Operations On May 27, 2015, the Company sold a controlling stake in Ticket Monster to an investor group. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $202.2 million ( $154.1 million net of tax), which represents the excess of (a) the $398.8 million in net consideration received, consisting of (i) $285.0 million in cash proceeds and (ii) the $122.1 million fair value of its retained minority investment, less (iii) $8.3 million in transaction costs, over (b) the sum of (i) the $184.3 million net book value of Ticket Monster upon the closing of the transaction and (ii) Ticket Monster's $12.3 million cumulative translation loss, which was reclassified to earnings. For disposal transactions that occur on or after that January 1, 2015, a component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company analyzed the quantitative and qualitative factors relevant to the Ticket Monster disposition transaction and determined that those conditions for discontinued operations presentation have been met. As such, the financial results of Ticket Monster, the gain on disposition and the related income tax effects are reported within discontinued operations in the accompanying consolidated financial statements. The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the years ended December 31, 2015 and 2014 (in thousands): Year Ended December 31, 2015 (1) 2014 Third-party and other revenue $ 28,145 $ 126,528 Direct revenue 39,065 23,037 Third-party and other cost of revenue (13,958 ) (38,827 ) Direct cost of revenue (38,031 ) (26,861 ) Marketing expense (8,495 ) (27,089 ) Selling, general and administrative expense (38,102 ) (102,331 ) Other income (expense), net 96 97 Loss from discontinued operations before gain on disposition and provision for income taxes (31,280 ) (45,446 ) Gain on disposition 202,158 — Provision for income taxes (48,028 ) — Income (loss) from discontinued operations, net of tax $ 122,850 $ (45,446 ) (1) The income from discontinued operations, net of tax, for the year ended December 31, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. The $48.0 million provision for income taxes for the year ended December 31, 2015 reflects (i) the $74.8 million current and deferred income tax effects of the Ticket Monster disposition, partially offset by (ii) a $26.8 million tax benefit that resulted from the recognition of a deferred tax asset related to the excess of the tax basis over the financial reporting basis of the Company's investment in Ticket Monster upon meeting the criteria for held-for-sale classification. No income tax benefits were recognized for the year ended December 31, 2014 because valuation allowances were provided against the related net deferred tax assets. Other Dispositions The gains from the transactions below are presented within "Gains on business dispositions" in the accompanying consolidated statements of operations. The financial results of those entities are presented within income from continuing operations in the accompanying consolidated financial statements through their respective disposition dates. Those financial results were not material for the years ended December 31, 2016 and 2015. Groupon Russia On April 12, 2016, the Company sold its subsidiary in Russia ("Groupon Russia"). The Company recognized a pretax gain on the disposition of $8.9 million , consisting of Groupon Russia's $1.6 million negative net book value upon the closing of the transaction and its $7.7 million cumulative translation gain, which was reclassified to earnings, less $0.4 million in transaction costs. The Company did not receive any proceeds in connection with the transaction. Breadcrumb On May 9, 2016, the Company sold its point of sale business ("Breadcrumb") in exchange for a minority investment in the acquirer. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $0.4 million , which represents the excess of (a) $8.2 million in net consideration received, consisting of the $8.3 million fair value of the investment acquired, less $0.1 million in transaction costs, over (b) the $7.8 million net book value of Breadcrumb upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. Groupon Indonesia On August 5, 2016, the Company sold its subsidiary in Indonesia ("Groupon Indonesia") in exchange for a minority investment in the acquirer. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $2.1 million , which represents the excess of $2.4 million in net consideration received, consisting of the $2.7 million fair value of the investment acquired, less $0.3 million in transaction costs, over the sum of (i) the $0.1 million net book value of Groupon Indonesia upon closing of the transaction and (ii) its $0.2 million cumulative translation loss, which was reclassified to earnings. The Company did not receive any cash proceeds in connection with the transaction. Groupon Malaysia On November 28, 2016, the Company sold its subsidiary in Malaysia ("Groupon Malaysia") in exchange for a minority investment in the acquirer. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $0.3 million , which represents the excess of $2.3 million in net consideration received, consisting of the $2.5 million fair value of the investment acquired, less $0.2 million in transaction costs, over the sum of (i) the $0.8 million net book value of Groupon Malaysia upon closing of the transaction and (ii) its $1.2 million cumulative translation loss, which was reclassified to earnings. The Company did not receive any cash proceeds in connection with the transaction. Groupon India On August 6, 2015, the Company’s subsidiary in India ("Groupon India") completed an equity financing transaction with a third-party investor that obtained a majority voting interest in the entity. See Note 7, Investments , for information about this transaction. The Company recognized a pretax gain on the disposition of $13.7 million , which represents the excess of (a) the sum of (i) $14.2 million in net consideration received, consisting of the $16.4 million fair value of its retained minority investment, less $1.3 million in transaction costs and a $0.9 million guarantee liability and (ii) Groupon India's $0.9 million cumulative translation gain, which was reclassified to earnings, over (b) the $1.4 million net book value of Groupon India upon the closing of the transaction. The Company did not receive any cash proceeds in connection with the transaction. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | BUSINESS COMBINATIONS 2016 Acquisition Activity The Company acquired three businesses during the year ended December 31, 2016 and the results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, and changes to those allocations may occur as a result of final tax return filings. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid these premiums for a number of reasons, including growing the Company's merchant and customer base and acquiring an assembled workforce. The goodwill from these business combinations is generally not deductible for tax purposes. For the years ended December 31, 2016 , 2015 and 2014 , $1.6 million , $1.6 million and $3.7 million , respectively, of external transaction costs related to business combinations, primarily consisting of legal and advisory fees, are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. LivingSocial, Inc. On October 31, 2016, the Company acquired all of the outstanding equity interests of LivingSocial, Inc. ("LivingSocial"), an e-commerce company that connects merchants to consumers by offering goods and services, generally at a discount. The primary purpose of this acquisition was to grow the Company's customer base. The Company acquired LivingSocial for no consideration. The following table summarizes the assets acquired and liabilities assumed from the LivingSocial acquisition (in thousands): Cash and cash equivalents $ 15,479 Accounts receivable 3,652 Prepaid expenses and other current assets 2,399 Property, equipment and software 1,075 Goodwill 528 Intangible assets: (1) Customer relationships 16,200 Merchant relationships 2,700 Trade name 1,000 Developed technology 2,500 Other non-current assets 5,495 Total assets acquired $ 51,028 Accounts payable $ 2,184 Accrued merchant and supplier payables 18,498 Accrued expenses and other current liabilities 25,854 Other non-current liabilities 4,492 Total liabilities assumed $ 51,028 Total acquisition price $ — (1) The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. The following pro forma information presents the combined operating results of the Company for the year ended December 31, 2015 and for the period from January 1, 2016 through October 31, 2016, as if the Company had acquired LivingSocial as of January 1, 2015 (in thousands). The underlying pro forma results include the historical financial results of the Company and this acquired business adjusted for depreciation and amortization expense associated with the assets acquired. The pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired entity. Accordingly, these pro forma results are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they indicative of future results of operations. Year Ended Year Ended Revenue $ 3,200,170 $ 3,264,789 Loss from continuing operations (199,895 ) (110,680 ) The revenue and net loss of LivingSocial included in the Company's consolidated statements of operations were $9.3 million and $4.3 million , respectively, for the period from October 31, 2016 through December 31, 2016. Other Acquisitions The Company acquired two other businesses during the year ended December 31, 2016. The acquisition price of these businesses and the assets acquired and liabilities assumed were not material. 2015 Acquisition Activity The Company acquired seven businesses during the year ended December 31, 2015 and the results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. OrderUp, Inc. On July 16, 2015, the Company acquired all of the outstanding equity interests of OrderUp, Inc. ("OrderUp"), an on-demand online and mobile food ordering and delivery marketplace based in the United States. The purpose of this acquisition was to expand the Company's local offerings in the food ordering and delivery sector, acquire an assembled workforce and enhance related technology capabilities. The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 The following table summarizes the allocation of the acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 60,080 Intangible assets: (1) Customer relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 84,930 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses and other current liabilities 2,918 Deferred income taxes 1,715 Other non-current liabilities 21 Total liabilities assumed $ 6,576 Total acquisition price $ 78,354 (1) The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. Other Acquisitions The Company acquired six other businesses during the year ended December 31, 2015. The primary purpose of these acquisitions was to acquire assembled workforces, expand and advance product offerings and enhance technology capabilities. The acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,744 Liability for purchase consideration 250 Total $ 5,994 The following table summarizes the allocation of the acquisition price of the other acquisitions for the year ended December 31, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Customer relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 283 Total acquisition price $ 5,994 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. Pro forma results of operations for the OrderUp acquisition and these other acquisitions are not presented because the pro forma effects of those acquisitions, individually or in the aggregate, were not material to the Company's consolidated results of operations for the years ended December 31, 2015 and 2014. 2014 Acquisition Activity The Company acquired six businesses during the year ended December 31, 2014. LivingSocial Korea, Inc. On January 2, 2014, the Company acquired all of the outstanding equity interests of LivingSocial Korea, Inc., a Korean corporation and holding company of Ticket Monster. Ticket Monster is an e-commerce company based in the Republic of Korea that connects merchants to consumers by offering goods and services at a discount. The primary purpose of this acquisition was to grow the Company's merchant and customer base and expand its presence in the Korean e-commerce market. On May 27, 2015, the Company sold a controlling stake in Ticket Monster that resulted in its deconsolidation. See Note 3, Discontinued Operations and Other Dispositions , for additional information. The acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $259.4 million , which consisted of the following (in thousands): Cash $ 96,496 Issuance of 13,825,283 shares of Class A common stock 162,862 Total $ 259,358 The fair value of the Class A common stock issued as consideration was measured based on the stock price upon closing of the transaction on January 2, 2014. The following table summarizes the allocation of the acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 24,768 Accounts receivable 17,732 Prepaid expenses and other current assets 829 Property, equipment and software 5,944 Goodwill 218,692 Intangible assets: (1) Customer relationships 57,022 Merchant relationships 32,176 Developed technology 571 Trade name 19,325 Deferred income taxes 1,264 Other non-current assets 3,033 Total assets acquired $ 381,356 Accounts payable $ 5,951 Accrued merchant and supplier payables 82,934 Accrued expenses and other current liabilities 26,182 Deferred income taxes 1,264 Other non-current liabilities 5,667 Total liabilities assumed $ 121,998 Total acquisition price $ 259,358 (1) The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. Ideeli, Inc. On January 13, 2014, the Company acquired all of the outstanding equity interests of Ideeli, Inc. (d/b/a "Ideel"), a fashion flash site based in the United States. The primary purpose of this acquisition was to expand and advance the Company's product offerings. The acquisition-date fair value of the consideration transferred for the Ideel acquisition totaled $42.7 million in cash. The following table summarizes the allocation of the acquisition price of the Ideel acquisition (in thousands): Cash and cash equivalents $ 79 Accounts receivable 988 Prepaid expenses and other current assets 22,081 Property, equipment and software 8,173 Goodwill 4,203 Intangible assets: (1) Customer relationships 5,490 Brand relationships 7,100 Trade name 4,500 Deferred income taxes 9,517 Total assets acquired $ 62,131 Accounts payable $ 1,640 Accrued supplier payables 4,092 Accrued expenses and other current liabilities 9,600 Deferred income taxes 348 Other non-current liabilities 3,753 Total liabilities assumed $ 19,433 Total acquisition price $ 42,698 (1) The estimated useful lives of the acquired intangible assets are 3 years for customer relationships, 5 years for brand relationships and 5 years for trade name. Other Acquisitions The Company acquired four other businesses during the year ended December 31, 2014. The primary purpose of these acquisitions was to acquire an experienced workforce, expand and advance product offerings and enhance technology capabilities. The acquisition-date fair value of the consideration transferred for these acquisitions totaled $32.9 million , which consisted of the following (in thousands): Cash $ 17,364 Issuance of 1,429,897 shares of Class A common stock 11,110 Contingent consideration 4,388 Total $ 32,862 The fair value of the Class A common stock issued as acquisition consideration was measured based on the stock price upon closing of the related transaction on November 13, 2014. The following table summarizes the allocation of the purchase price of these other acquisitions (in thousands): Net working capital (including acquired cash of $0.2 million) $ (396 ) Goodwill 27,150 Intangible assets: (1) Customer relationships 2,555 Developed technology 3,372 Brand relationships 579 Deferred income taxes (398 ) Total acquisition price $ 32,862 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. Pro forma results of operations for the Ticket Monster acquisition, the Ideel acquisition and these other acquisitions are not presented because the pro forma effects of those acquisitions, individually or in the aggregate, were not material to the Company's consolidated results of operations for the year ended December 31, 2014. BUSINESS COMBINATIONS The acquisition of all of the outstanding equity interests of LSK, the holding company of Ticket Monster (the "Ticket Monster acquisition"), was accounted for using the acquisition method, and the results of that business have been included in the consolidated financial statements beginning on the May 27, 2015 acquisition date. The fair value of consideration transferred in the business combination has been allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill represents the premium the Partnership paid over the fair value of the net tangible and intangible assets acquired. The Partnership paid this premium for a number of reasons, including acquiring an assembled workforce. The goodwill from the business combinations is not deductible for tax purposes. The aggregate acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $413.6 million , which consisted of the following (in thousands): Cash $ 285,000 Issuance of 64,000,000 Class B units 128,607 Total $ 413,607 The fair value of the Class B units issued as consideration was measured as of the closing of the transaction on May 27, 2015. The initial fair value was determined using the backsolve valuation method, which is a form of the market approach. Under this method, assumptions are made about the expected time to liquidity, volatility and risk-free rate such that the price paid by a third-party investor in a recent financing round can be used to determine the value of the entity and its other securities using option-pricing methodologies. The fair value of the Class B units was based on the contractual liquidation preferences and the following valuation assumptions: 4-year expected time to a liquidity event, 60% volatility and a 1.3% risk-free rate. The following table summarizes the allocation of the aggregate acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 37,516 Accounts receivable 6,813 Prepaid expenses and other current assets 18,866 Property, equipment and software 7,884 Goodwill 377,001 Intangible assets: (1) Customer relationships 58,278 Merchant relationships 23,582 Developed technology 994 Trade name 47,887 Other non-current assets 3,193 Total assets acquired $ 582,014 Accounts payable $ 9,239 Accrued merchant and supplier payables 137,167 Accrued expenses and other current liabilities 14,942 Other non-current liabilities 7,059 Total liabilities assumed $ 168,407 Total acquisition price $ 413,607 (1) The estimated useful lives of the acquired intangible assets are 7 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 12 years for trade name. |
Property, Equipment and Softwar
Property, Equipment and Software, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Equipment and Software, Net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes the Company's property, equipment and software, net (in thousands): December 31, 2016 2015 Warehouse equipment $ 4,863 $ 4,838 Furniture and fixtures 15,136 15,837 Leasehold improvements 47,115 45,543 Office equipment 3,539 3,916 Purchased software 35,951 40,029 Computer hardware (1) 200,215 185,676 Internally-developed software (2) 213,137 188,602 Total property, equipment and software, gross 519,956 484,441 Less: accumulated depreciation and amortization (348,950 ) (285,544 ) Property, equipment and software, net $ 171,006 $ 198,897 (1) Includes computer hardware acquired under capital leases of $104.3 million and $86.7 million as of December 31, 2016 and 2015 , respectively. (2) The net carrying amount of internally-developed software was $70.5 million and $69.6 million as of December 31, 2016 and 2015 , respectively. Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 2015 2014 Cost of revenue - third-party and other $ 21,277 $ 16,299 $ 9,028 Cost of revenue - direct 10,663 9,273 4,813 Selling, general and administrative 86,780 87,476 80,304 Total $ 118,720 $ 113,048 $ 94,145 The above amounts include amortization of internally-developed software of $55.0 million , $50.0 million and $42.1 million , respectively, and amortization expense on assets under capital leases of $29.8 million , $24.2 million and $7.2 million , respectively, for the years ended December 31, 2016 , 2015 and 2014 . PROPERTY, EQUIPMENT AND SOFTWARE, NET (in thousands) December 31, 2015 Purchased software $ 2,584 Office furniture and equipment 5,258 Internally-developed software 4,364 Leasehold improvements 950 Construction in progress 489 Total property, equipment and software, gross 13,645 Less: Accumulated depreciation and amortization (2,192 ) Total property, equipment and software, net $ 11,453 Depreciation and amortization expense on property, equipment and software for the period from May 27, 2015 through December 31, 2015 was $2.6 million , which includes $0.6 million of internally-developed software amortization, and is primarily included within "Selling, general and administrative expenses" on the consolidated statement of operations. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the Company's goodwill activity by segment for the years ended December 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2014 $ 116,718 $ 102,179 $ 17,859 $ 236,756 Goodwill related to acquisitions 62,029 — 949 62,978 Goodwill related to disposition — — (975 ) (975 ) Foreign currency translation (1 ) (10,116 ) (1,310 ) (11,427 ) Balance as of December 31, 2015 $ 178,746 $ 92,063 $ 16,523 $ 287,332 Goodwill related to acquisitions 1,199 — — 1,199 Goodwill related to dispositions (1,260 ) — (586 ) (1,846 ) Foreign currency translation — (2,480 ) (243 ) (2,723 ) Balance as of December 31, 2016 $ 178,685 $ 89,583 $ 15,694 $ 283,962 The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. No goodwill impairments were recognized for the years ended December 31, 2016 , 2015 and 2014 . The following tables summarize the Company's intangible assets (in thousands): December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 67,620 $ 48,282 $ 19,338 Merchant relationships 12,103 8,563 3,540 Trade names 11,903 8,373 3,530 Developed technology 38,457 30,266 8,191 Brand relationships 7,960 4,665 3,295 Patents 17,259 14,020 3,239 Other intangible assets 6,083 4,301 1,782 Total $ 161,385 $ 118,470 $ 42,915 December 31, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 52,204 $ 43,725 $ 8,479 Merchant relationships 9,648 8,064 1,584 Trade names 11,013 7,396 3,617 Developed technology 37,103 25,436 11,667 Brand relationships 7,960 3,073 4,887 Patents 15,774 11,810 3,964 Other intangible assets 4,864 2,579 2,285 Total $ 138,566 $ 102,083 $ 36,483 Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 5 years. Amortization expense related to intangible assets was $18.9 million , $19.9 million and $20.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Years Ended December 31, 2017 $ 20,629 2018 14,668 2019 6,566 2020 898 2021 154 Thereafter — Total $ 42,915 GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the Partnership's goodwill activity for the period from May 27, 2015 through December 31, 2015: (in thousands) Balance as of May 27, 2015 $ — Goodwill related to acquisition 377,001 Foreign currency translation (21,900 ) Balance as of December 31, 2015 $ 355,101 The Partnership evaluates goodwill for impairment annually on December 31 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. No goodwill impairments were recognized for the period from May 27, 2015 through December 31, 2015. Intangible Assets The carrying amounts of definite lived intangible assets consist of the following: (in thousands) December 31, 2015 Gross Accumulated Net Carrying Value Amortization Carrying Value Customer relationships $ 54,782 $ (4,674 ) $ 50,108 Merchant relationships 22,168 (4,413 ) 17,755 Developed technology 934 (279 ) 655 Trade name 45,121 (2,240 ) 42,881 Total intangible assets $ 123,005 $ (11,606 ) $ 111,399 Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 2 to 12 years. Amortization expense related to intangible assets was approximately $11.8 million for the period from May 27, 2015 through December 31, 2015. The weighted average remaining amortization period of intangible assets is 7.7 years as of December 31, 2015. As of December 31, 2015, the Partnership's estimated future amortization expense related to intangible assets is as follows: (in thousands) Years Ended December 31, Amount 2016 $ 19,541 2017 19,155 2018 14,553 2019 11,577 2020 11,577 Thereafter 34,996 Total $ 111,399 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's investments (dollars in thousands): December 31, 2016 Percent Ownership of Voting Stock December 31, 2015 Percent Ownership of Voting Stock Available-for-sale securities Convertible debt securities $ 10,038 $ 10,116 Redeemable preferred shares 17,444 19 % to 25 % 22,834 17 % to 25 % Total available-for-sale securities 27,482 32,950 Cost method investments 31,816 1 % to 19 % 14,561 2 % to 10 % Fair value option investments 82,584 41 % 130,725 43 % to 45 % Total investments $ 141,882 $ 178,236 The following table summarizes the amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company's available-for-sale securities as of December 31, 2016 and 2015 , respectively (in thousands): December 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ 8,453 $ 1,691 $ (106 ) $ 10,038 $ 9,234 $ 882 $ — $ 10,116 Redeemable preferred shares 18,375 — (931 ) 17,444 22,973 — (139 ) 22,834 Total available-for-sale securities $ 26,828 $ 1,691 $ (1,037 ) $ 27,482 $ 32,207 $ 882 $ (139 ) $ 32,950 (1) As of December 31, 2016, available-for-sale securities with an unrealized loss have been in a loss position for less than 12 months, except for one security in a loss position of $0.1 million . As of December 31, 2015, available-for-sale securities with an unrealized loss had been in a loss position for less than 12 months. Fair Value Option Investments In connection with the dispositions of Ticket Monster in May 2015 and Groupon India in August 2015, the Company obtained a minority limited partner interest in Monster LP and a minority investment in GroupMax Pte Ltd. ("GroupMax," d/b/a "Nearbuy"). The Company has made an irrevocable election to account for both of these investments at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting to these investments because it believes that fair value is the most relevant measurement attribute for these investments, as well as to reduce operational and accounting complexity. Monster LP In May 2015, the Company completed the sale of a controlling stake in Ticket Monster to an investor group, whereby (a) the investor group contributed $350.0 million in cash to Monster Holdings LP ("Monster LP"), a newly-formed limited partnership, in exchange for 70,000,000 Class A units of Monster LP and (b) the Company contributed all of the issued and outstanding share capital of Ticket Monster to Monster LP in exchange for (i) 64,000,000 Class B units of Monster LP and (ii) $285.0 million in cash consideration. Mr. Daniel Shin, the chief executive officer and founder of Ticket Monster, contributed $10.0 million of cash consideration to Monster LP shortly after the closing date in exchange for 2,000,000 Class A units of Monster LP. Additionally, Monster LP was authorized to issue 20,321,839 Class C units to its management, subject to vesting conditions. Under the terms of the Partnership’s amended and restated agreement of limited partnership, its general partner established a Board of Directors and irrevocably assigned the rights to carry out any and all of the objectives and purposes of the partnership to its Board. The general partner is not entitled to receive any distributions. During the fourth quarter of 2015, the Company sold 2,515,461 Class B units for $4.8 million to Mr. Daniel Shin and other employees of Ticket Monster, which resulted in a gain of $0.1 million . In January 2016, all 20,321,839 of the authorized Class C units were granted to Monster LP’s employees. Those share-based payment awards are subject to time-based vesting conditions and, for a portion of the Class C units, a performance-based vesting condition. In December 2016, Monster LP issued a new class of partnership units (Class A-1) to its controlling investor group and a new investor for total proceeds of $65.0 million . The fair value of Monster LP implied by the terms of the $65.0 million equity financing transaction in December 2016 was lower than its estimated fair value in previous periods, which resulted in a significant decrease in the fair value of the Company’s investment for the year ended December 31, 2016. In February 2017, the Company participated in a recapitalization transaction with Monster LP whereby it exchanged all 61,484,539 of its Class B units for 16,609,195 newly issued Class A-1 units. The Class B units previously held by the Company were then distributed from Monster LP to its controlling investor group and certain other existing unit holders. Upon closing of the transaction, the Company owns 57% of the outstanding Class A-1 units, which represents 9% of the total outstanding partnership units. Following the February 2017 recapitalization transaction, the Class A-1 units are entitled to a $150.0 million liquidation preference, including an $85.0 million liquidation preference attributable to the Class A-1 units held by the Company, which must be paid prior to any distributions to the holders of the Class A-2, Class B and Class C units. Class A-1 unit holders are also entitled to share in distributions between $950.0 million and $1,494.0 million in accordance with the terms of Monster LP's distribution waterfall and in distributions in excess of $1,494.0 million based on their pro rata ownership of total outstanding partnership units. As a result of the February 2017 recapitalization transaction, the Company currently holds an investment in the most senior equity units in Monster LP’s capital structure. However, while providing more downside protection, those Class A-1 units provide less opportunity for appreciation than the Class B units previously held by the Company. To determine the fair value of the Company’s investment in Monster LP each period, the first step was to estimate the fair value of Monster LP in its entirety. The Company primarily used the discounted cash flow method, which is an income approach, to estimate the fair value of Monster LP. The key inputs to determining fair value under that approach are cash flow forecasts and discount rates. As of December 31, 2016 and 2015, the Company applied a discount rate of 22% in its discounted cash flow valuation of Monster LP. The Company also used a market approach valuation technique, which is based on market multiples of guideline companies, to determine the fair value of Monster LP as of December 31, 2016 and 2015. The discounted cash flow and market multiple valuations were then evaluated and weighted to determine the amount that is most representative of the fair value of the investee. Once the Company determined the fair value of Monster LP, it then determined the fair value of its specific investment in that entity. Monster LP has a complex capital structure, so the Company applied an option-pricing model that considers the liquidation preferences of the investee’s respective classes of ownership interests to determine the fair value of the Company’s investment in the entity. For purposes of determining the fair value of its investment in Class B units as of December 31, 2016, the Company considered the fair value of the Class A-1 units that it received in exchange for those Class B units after year-end. To further assess the reasonableness of the fair value of its investment as of December 31, 2016, the Company applied its valuation assumptions to Monster LP’s December 2016 financing transaction and concluded that those assumptions were appropriately calibrated based on the pricing of that transaction. Based on the above procedures, the Company determined that the fair value of its investment in Monster LP was $78.7 million and $114.0 million , respectively, as of December 31, 2016 and 2015. The Company recognized losses of $35.4 million and $3.4 million , respectively, from the declines in the fair value of its investment for the years ended December 31, 2016 and 2015. The fair value of the Company’s investment in Monster LP at its initial recognition in May 2015 was determined to be $122.1 million using the backsolve valuation method, which is a form of the market approach. Under this method, assumptions are made about the expected time to liquidity, volatility and risk-free rate such that the price paid by a third-party investor in a recent financing round can be used to determine the value of the entity and its other securities using option- pricing methodologies. The initial fair value of the Company's investment in Monster LP was based on the contractual liquidation preferences and the following valuation assumptions: 4-year expected time to a liquidity event, 60% volatility and a 1.3% risk-free rate. The initial fair value of Monster LP, determined using the backsolve method, was calibrated to a discounted cash flow valuation and was further corroborated using a market multiple valuation. The following tables summarize the condensed financial information for Monster LP as of December 31, 2016 and 2015, for the year ended December 31, 2016 and for the period from May 28, 2015 through December 31, 2015 (in thousands): Year Ended December 31, 2016 Period from May 28, 2015 through December 31, 2015 (1) Revenue $ 216,119 $ 83,897 Gross profit 24,774 (18,986 ) Loss before income taxes (153,882 ) (107,919 ) Net loss (153,882 ) (107,919 ) December 31, 2016 December 31, 2015 Current assets $ 171,721 $ 152,352 Non-current assets 466,004 483,896 Current liabilities 345,469 277,490 Non-current liabilities 22,945 5,125 (1) The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. GroupMax In August 2015, the Company’s subsidiary in India ("Groupon India") completed an equity financing transaction with a third party investor that obtained a majority voting interest in the entity, whereby (a) the investor contributed $17.0 million in cash to GroupMax, a newly formed Singapore-based entity, in exchange for Series A Preference Shares and (b) the Company contributed the shares of Groupon India to GroupMax in exchange for seed preference shares of GroupMax. Additionally, GroupMax is authorized to issue up to 376,096 options on ordinary shares to its employees that will be subject to time-based vesting conditions and performance-based vesting conditions. In January 2017, GroupMax issued additional Series A Preference Shares to its controlling investor for total proceeds of $3.0 million . Upon closing of that transaction, the Series A Preference Shares are entitled to a $20.0 million liquidation preference, which must be paid prior to any distributions to other equity holders. To determine the fair value of the Company’s investment in GroupMax each period, the first step was to estimate the fair value of GroupMax in its entirety. The Company primarily used the discounted cash flow method to estimate the fair value of GroupMax. The key inputs to determining fair value under that approach are cash flow forecasts and discount rates. As of December 31, 2016 and 2015, the Company applied discount rates of 20% in its discounted cash flow valuation of GroupMax. The Company also used a market approach valuation technique, which is based on market multiples of guideline companies, to determine the fair value of GroupMax as of December 31, 2016 and 2015. The discounted cash flow and market approach valuations are then evaluated and weighted to determine the amount that is most representative of the fair value of the investee. Once the Company has determined the fair value of GroupMax, it then determined the fair value of its specific investment in the entity. GroupMax has a complex capital structure, so the Company applied an option-pricing model that considers the liquidation preferences of the respective classes of ownership interests in GroupMax to determine the fair value of its ownership interest in the entity. Based on the above procedures, the Company determined that the fair value of its investment in GroupMax was $3.9 million and $16.7 million , respectively, as of December 31, 2016 and 2015. The Company recognized a loss of $12.8 million and a gain of $0.3 million , respectively, from changes in the fair value of its investment in GroupMax for the years ended December 31, 2016 and 2015. The decline in the fair value of GroupMax for the year ended December 31, 2016 was primarily attributable to decreases in its forecasted future cash flows. As of December 31, 2016, the Company also has an outstanding receivable due from GroupMax with a carrying amount of $1.2 million . The fair value of the Company’s investment in GroupMax at its initial recognition in August 2015 was determined to be $16.4 million using the backsolve valuation method, which is a form of the market approach. Under this method, assumptions are made about the expected time to liquidity, volatility and risk-free rate such that the price paid by a third- party investor in a recent financing round can be used to determine the value of the entity and its other securities using option- pricing methodologies. The initial fair value of the Company's investment in GroupMax was based on the contractual liquidation preferences and the following valuation assumptions: 5-year expected time to a liquidity event, 65% volatility and a 1.6% risk-free rate. The initial fair value of GroupMax, determined using the backsolve method, was calibrated to a discounted cash flow valuation and was further corroborated using a market multiple valuation. The following tables summarize the condensed financial information for GroupMax as of December 31, 2016 and 2015, for the year ended December 31, 2016 and for the period from August 7, 2015 through December 31, 2015 (in thousands): Year Ended December 31, 2016 Period from August 7, 2015 through December 31, 2015 (1) Revenue $ 3,024 $ 578 Gross profit 2,570 235 Loss before income taxes (15,701 ) (11,479 ) Net loss (15,701 ) (10,019 ) December 31, 2016 December 31, 2015 Current assets $ 3,383 $ 3,501 Non-current assets 18,467 29,127 Current liabilities 10,458 7,674 Non-current liabilities 2,523 333 (1) The summarized financial information is presented for the period beginning August 7, 2015, after completion of the Groupon India disposition transaction that resulted in the Company obtaining its minority investment in GroupMax. Other Investments In May 2016, the Company acquired a 13% minority investment in the preferred stock of a restaurant software provider as consideration for the sale of Breadcrumb. The preferred stock was recorded at its $8.3 million acquisition date fair value and is accounted for as a cost method investment. In August 2016, the Company acquired a 7% minority investment in the preferred stock of a company that connects consumers with fitness, beauty and wellness businesses in Asia, as consideration for the sale of Groupon Indonesia. The preferred stock was recorded at its $2.7 million acquisition date fair value and is accounted for as a cost method investment. In November 2016, the Company acquired an additional 5% minority investment in the preferred stock of the same company, as consideration for the sale of Groupon Malaysia. The preferred stock was recorded at its $2.5 million acquisition date fair value and is accounted for as a cost method investment. In November 2015, the Company acquired convertible redeemable preferred shares in an entity that operates an online local commerce marketplace specializing in live events for $18.4 million . The convertible redeemable preferred shares are accounted for as available-for-sale securities. During the year ended December 31, 2015, the Company also invested $6.6 million in convertible debt securities of other investees. The convertible debt securities are accounted for as available-for-sale securities. |
Supplemental Consolidated Balan
Supplemental Consolidated Balance Sheet and Statement of Operations Information | 12 Months Ended |
Dec. 31, 2016 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Supplemental Consolidated Balance Sheet and Statement of Operations Information | SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes the Company's other income (expense), net for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Interest income $ 2,053 $ 1,219 $ 1,416 Interest expense (15,684 ) (3,001 ) (883 ) Impairments of investments — — (2,036 ) Gain (loss) on equity method investments — — (459 ) Gains (losses), net on changes in fair value of investments (48,141 ) (2,943 ) — Foreign currency gains (losses), net (1) (12,213 ) (23,799 ) (31,499 ) Other (2,122 ) (15 ) 11 Other income (expense), net $ (76,107 ) $ (28,539 ) $ (33,450 ) (1) Foreign currency gains (losses), net for the year ended December 31, 2016 includes $5.7 million of net cumulative translation losses that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Foreign currency gains (losses), net for the year ended December 31, 2015 includes a $4.4 million cumulative translation loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition, partially offset by a $3.7 million net cumulative translation gain that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 13, Restructuring for additional information. The following table summarizes the Company's prepaid expenses and other current assets as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Finished goods inventories 35,610 42,305 Prepaid expenses 46,022 49,134 Income taxes receivable 13,755 32,483 Value-added tax receivable 6,230 14,305 Other 11,818 15,478 Total prepaid expenses and other current assets $ 113,435 $ 153,705 The following table summarizes the Company's accrued merchant and supplier payables as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Accrued merchant payables $ 451,284 $ 471,607 Accrued supplier payables (1) 349,413 304,604 Total accrued merchant and supplier payables $ 800,697 $ 776,211 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes the Company's accrued expenses and other current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Refunds reserve 33,921 35,297 Compensation and benefits 60,727 50,454 Customer credits 44,092 32,293 Restructuring-related liabilities 17,193 11,556 Income taxes payable 11,124 13,885 Deferred revenue 36,491 40,396 Current portion of capital lease obligations 28,889 26,776 Other (1) 150,644 192,067 Total accrued expenses and other current liabilities $ 383,081 $ 402,724 (1) As of December 31, 2015, Other included a $45.0 million liability for the Company's securities litigation matter (see Note 10, Commitments and Contingencies ). Final court approval of the settlement for that matter was granted on July 13, 2016 and the Company's settlement obligation was satisfied during the year ended December 31, 2016 . The following table summarizes the Company's other non-current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Long-term tax liabilities $ 41,772 $ 46,506 Capital lease obligations 19,719 30,943 Other 38,563 36,091 Total other non-current liabilities $ 100,054 $ 113,540 The following table summarizes the activity for the components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance at December 31, 2013 $ 24,952 $ (122 ) $ — $ 24,830 Other comprehensive income (loss) before reclassification adjustments 11,812 (210 ) (1,500 ) 10,102 Reclassification adjustment included in net income (loss) — 831 — 831 Other comprehensive income (loss) 11,812 621 (1,500 ) 10,933 Balance as of December 31, 2014 36,764 499 (1,500 ) 35,763 Other comprehensive income (loss) before reclassification adjustments 3,376 (41 ) (113 ) 3,222 Reclassification adjustment included in net income (loss) 12,121 — 100 12,221 Other comprehensive income (loss) 15,497 (41 ) (13 ) 15,443 Balance as of December 31, 2015 52,261 458 (1,513 ) 51,206 Other comprehensive income (loss) before reclassification adjustments 6,579 (70 ) 830 7,339 Reclassification adjustments included in net income (loss) (591 ) — 98 (493 ) Other comprehensive income (loss) 5,988 (70 ) 928 6,846 Balance as of December 31, 2016 $ 58,249 $ 388 $ (585 ) $ 58,052 The effects of amounts reclassified from accumulated other comprehensive income (loss) to net loss for the years ended December 31, 2016 , 2015 and 2014 are presented within the following line items in the consolidated statements of operations (in thousands): Year Ended December 31, Consolidated Statements of Operations Line Item 2016 2015 2014 Foreign currency translation adjustments Loss (gain) on dispositions - continuing operations $ (6,265 ) $ (906 ) $ — Gains on business dispositions Loss (gain) on country exits - continuing operations 5,674 714 — Other income (expense), net Loss (gain) on disposition - discontinued operations — 12,313 — Income (loss) from discontinued operations, net of tax Reclassification adjustments (591 ) 12,121 — Unrealized gain (loss) on available-for-sale securities Other-than-temporary impairment of available-for-sale security — — 1,340 Other income (expense), net Less: Tax effect — — (509 ) Provision (benefit) for income taxes Reclassification adjustment — — 831 Pension adjustments Amortization of net actuarial loss (gain) 116 119 — Selling, general and administrative Less: Tax effect (18 ) (19 ) — Provision (benefit) for income taxes Reclassification adjustment 98 100 — Total reclassification adjustments $ (493 ) $ 12,221 $ 831 SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION The following summarizes the Partnership's prepaid expenses and other current assets as of December 31, 2015: (in thousands) December 31, 2015 Finished goods inventories $ 19,113 Prepaid expenses 13,288 Restricted cash 16,367 Total prepaid expenses and other current assets $ 48,768 The following summarizes the Partnership's accrued expenses and other current liabilities as of December 31, 2015: (in thousands) December 31, 2015 Customer credits $ 2,668 Refunds 597 Accrued compensation and benefits 7,021 Deferred revenue 3,545 Other 7,623 Total accrued expenses and other current liabilities $ 21,454 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | |
Debt Disclosure [Text Block] | Convertible Senior Notes On April 4, 2016, the Company issued $250.0 million in aggregate principal amount of convertible senior notes (the "Notes") in a private placement to A-G Holdings, L.P. ("Atairos"). The net proceeds from this offering were $243.2 million after deducting issuance costs. The Notes bear interest at a rate of 3.25% per annum, payable annually in arrears on April 1 of each year, beginning on April 1, 2017. The Notes will mature on April 1, 2022, subject to earlier conversion or redemption. Each $1,000 of principal amount of the Notes initially is convertible into 185.1852 shares of Class A common stock, or common stock, as applicable (the "Common Stock"), which is equivalent to an initial conversion price of $5.40 per share, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company can elect to settle the conversion value in cash, shares of its Common Stock, or any combination of cash and shares of its Common Stock. Holders of the Notes may convert their Notes at their option at any time until the close of business on the scheduled trading day immediately preceding the maturity date. In addition, if specified corporate events occur prior to the maturity date, the Company may be required to increase the conversion rate for holders who elect to convert based on the effective date of such event and the applicable stock price attributable to the event, as set forth in a table contained in the indenture governing the Notes (the "Indenture"). With certain exceptions, upon a fundamental change (as defined in the Indenture), the holders of the Notes may require the Company to repurchase all or a portion of their Notes for cash at a purchase price equal to the principal amount plus accrued and unpaid interest. In addition, the Company may redeem the Notes, at its option, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after April 1, 2020, if the closing sale price of the Common Stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding the Company’s exercise of this redemption right. The Notes are senior unsecured obligations of the Company that rank equal in right of payment to all senior unsecured indebtedness of the Company and rank senior in right of payment to any indebtedness that is contractually subordinated to the Notes. The Indenture includes customary events of default. If an event of default, as defined in the Indenture, occurs and is continuing, the principal amount of the Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the Notes and any accrued and unpaid interest would automatically become immediately due and payable. The Company has separated the Notes into their liability and equity components in the accompanying consolidated balance sheet. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Notes. The difference between the principal amount of the Notes and the liability component (the "debt discount") is amortized to interest expense based on an effective interest rate of 9.75% over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company incurred transaction costs of approximately $6.8 million related to the issuance of the Notes. Those transaction costs have been allocated to the liability and equity components in the same manner as the allocation of the proceeds from the Notes. Transaction costs attributable to the liability component of $4.8 million were recorded as a debt discount in the consolidated balance sheet and are being amortized to interest expense over the term of the Notes. Transaction costs attributable to the equity component of $2.0 million were recorded in stockholders' equity as a reduction of the equity component. The carrying amount of the Notes consisted of the following (in thousands): December 31, 2016 Liability component: Principal amount $ 250,000 Less: debt discount (71,005 ) Net carrying amount of liability component $ 178,995 Net carrying amount of equity component $ 67,014 The estimated fair value of the Notes as of December 31, 2016 was $237.4 million and was determined using a lattice model. The Company classified the fair value of the Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as its stock price volatility over the term of the Notes and its cost of debt. As of December 31, 2016 , the remaining term of the Notes is approximately 5 years, 3 months . During the year ended December 31, 2016 , the Company recognized interest expense on the Notes as follows (in thousands): Year Ended December 31, 2016 Contractual interest expense based on 3.25% of the principal amount per annum $ 6,095 Amortization of debt discount 7,376 Total interest expense $ 13,471 Note Hedges and Warrants On May 9, 2016, the Company purchased convertible note hedges with respect to its Common Stock for a cost of $59.1 million from certain bank counterparties. The convertible note hedges provide the Company with the right to purchase up to 46.3 million shares of the Company's Common Stock at an initial strike price of $5.40 per share, which corresponds to the initial conversion price of the Notes, and are exercisable by the Company upon conversion of the Notes. The convertible note hedges are intended to reduce the potential economic dilution upon conversion of the Notes. The convertible note hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes do not have any rights with respect to the convertible note hedges. On May 9, 2016, the Company also sold warrants for total cash proceeds of $35.5 million to certain bank counterparties. The warrants provide the counterparties with the right to purchase up to 46.3 million shares of the Company's Common Stock at a strike price of $8.50 per share. The warrants expire on various dates between July 1, 2022 and August 26, 2022 and are exercisable on their expiration dates. The warrants are separate transactions and are not part of the terms of the Notes or convertible note hedges. Holders of the Notes and convertible note hedges do not have any rights with respect to the warrants. The amounts paid and received for the convertible note hedges and warrants have been recorded in additional paid-in capital in the consolidated balance sheet as of December 31, 2016 . The convertible note hedges and warrants are not remeasured as long as they continue to meet the conditions for equity classification. The amounts paid for the convertible note hedges are tax deductible over the term of the Notes, while the proceeds received from the warrants are not taxable. Under the if-converted method, the shares of common stock underlying the conversion option in the Notes are included in the diluted earnings per share denominator and the interest expense on the Notes, net of tax, is added to the numerator. However, upon conversion, there will be no economic dilution from the Notes, as exercise of the convertible note hedges eliminates any dilution from the Notes that would have otherwise occurred when the price of the Company’s Common Stock exceeds the conversion price. Taken together, the purchase of the convertible note hedges and sale of warrants are intended to offset any actual dilution from the conversion of these Notes and to effectively increase the overall conversion price from $5.40 to $8.50 per share. Based on the closing price of the Company's Common Stock of $3.32 on December 31, 2016 , the if-converted value of the Notes was less than the principal amount. Revolving Credit Agreement In June 2016, the Company amended and restated its senior secured revolving credit agreement (as amended, the "Amended and Restated Credit Agreement") that provides for aggregate principal borrowings of up to $250.0 million and matures in June 2019. Borrowings under the Amended and Restated Credit Agreement bear interest, at the Company's option, at a rate per annum equal to the Alternate Base Rate or Adjusted LIBO Rate (each as defined in the Amended and Restated Credit Agreement) plus an additional margin ranging between 0.50% and 2.25% . The Company is required to pay quarterly commitment fees ranging from 0.25% to 0.40% per annum of the average daily amount of unused commitments available under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement also provides for the issuance of up to $45.0 million in letters of credit, provided that the sum of outstanding borrowings and letters of credit do not exceed the maximum funding commitment of $250.0 million . The Amended and Restated Credit Agreement is secured by substantially all of the Company's and its subsidiaries' tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of its direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of the Company's domestic subsidiaries are guarantors under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement contains various customary restrictive covenants that limit the Company's ability to, among other things: incur additional indebtedness; make dividend and other restricted payments, including share repurchases; enter into sale and leaseback transactions; make investments, loans or advances; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; and engage in transactions with affiliates. The Amended and Restated Credit Agreement requires the Company to maintain compliance with specified financial covenants, comprised of a minimum fixed charge coverage ratio, a maximum leverage ratio, a maximum senior secured indebtedness ratio and a minimum liquidity ratio, each as set forth in the Amended and Restated Credit Agreement. The Company is also required to maintain, as of the last day of each fiscal quarter, unrestricted cash of at least $400.0 million , including $200.0 million in accounts held with lenders under the Amended and Restated Credit Agreement or their affiliates. Non-compliance with these covenants may result in termination of the commitments under the Amended and Restated Credit Agreement and any then outstanding borrowings may be declared due and payable immediately. The Company has the right to terminate the Amended and Restated Credit Agreement or reduce the available commitments at any time. As of December 31, 2016 and 2015 , the Company had no borrowings under the Amended and Restated Credit Agreement or its prior credit agreement, respectively, and was in compliance with all covenants. As of December 31, 2016 and 2015 , the Company had outstanding letters of credit of $11.1 million and $11.6 million , respectively, under the Amended and Restated Credit Agreement and its prior credit agreement. CREDIT FACILITY The Partnership has entered into a revolving credit facility (the "credit facility") that provides for aggregate principal borrowings of $8.5 million . The credit facility expires on July 14, 2016 . Borrowings under the credit facility bear interest at the Certificate of Deposit Rate for the Republic of Korea plus 3.30% . As of December 31, 2015, the Partnership had no borrowings outstanding under the credit facility. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Leases The Company has entered into various non-cancelable operating lease agreements for its offices and data centers throughout the world with lease expirations between 2017 and 2026. Rent expense under operating leases was $50.1 million , $49.2 million and $51.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Sublease income was $2.7 million , $1.0 million and $0.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company leases its headquarters located in Chicago, Illinois ("600 West Chicago"). The Company's lease agreement for 600 West Chicago extends through January 31, 2026 and includes rent escalations that range from one to two percent per year, as well as expansion options and a five-year renewal option. The 600 West Chicago lease represents $107.0 million of the estimated future payments under operating leases shown in the table below. The Company accounts for the 600 West Chicago lease as an operating lease and recognizes rent expense on a straight-line basis, taking into account rent escalations and lease incentives. Certain of the Company's computer hardware has been acquired under capital lease agreements, with expirations between 2017 and 2019. The Company is responsible for paying its proportionate share of specified operating expenses and real estate, personal property and lease taxes under certain of its operating and capital leases agreements. Those operating expenses are not included in the table below. As of December 31, 2016 , the future payments under operating leases and capital leases for each of the next five years and thereafter are as follows (in thousands): Capital Leases Operating Leases 2017 $ 29,982 $ 48,693 2018 16,011 39,535 2019 3,779 27,651 2020 — 23,900 2021 — 20,234 Thereafter — 68,093 Total minimum lease payments 49,772 $ 228,106 Less: Amount representing interest (1,164 ) Present value of net minimum capital lease payments 48,608 Less: Current portion of capital lease obligations (28,889 ) Total long-term capital lease obligations $ 19,719 As of December 31, 2016 , the future amounts due to the Company under subleases for each of the next five years and thereafter is as follows (in thousands): Subleases (1) 2017 $ 5,796 2018 5,688 2019 4,864 2020 4,473 2021 3,682 Thereafter 4,933 Total future sublease income $ 29,436 (1) On December 28, 2016, the Company entered into a sublease for portions of its office space in Chicago, Illinois that extends through January 31, 2026. The income from this sublease, which totals approximately $17.9 million , is excluded from the table above because the sublease is subject to landlord consents not received as of December 31, 2016. See Note 19, Related Party Transaction, for information about this sublease. Purchase Obligations The Company has entered into non-cancelable arrangements with third-parties, primarily related to information technology products and services. As of December 31, 2016 , future payments under these contractual obligations were as follows (in thousands): 2017 $ 17,535 2018 9,310 2019 2,500 2020 45 2021 45 Thereafter — Total purchase obligations $ 29,435 Legal Matters and Other Contingencies From time to time, the Company is party to various legal proceedings incident to the operation of its business. For example, the Company is currently involved in proceedings brought by former employees and merchants, intellectual property infringement suits and suits by customers (individually or as class actions) alleging, among other things, violations of the Credit Card Accountability, Responsibility and Disclosure Act and state laws governing gift cards, stored value cards and coupons. The following is a brief description of significant legal proceedings. The Company was a defendant in a proceeding pursuant to which, on October 29, 2012, a consolidated amended class action complaint was filed against the Company, certain of its directors and officers, and the underwriters that participated in the initial public offering of the Company's Class A common stock. The case was pending before the United States District Court for the Northern District of Illinois: In re Groupon, Inc. Securities Litigation . In the first quarter of 2016, the parties entered into a term sheet to settle the litigation that provides for a settlement payment to the class of $45.0 million in cash, including plaintiff’s attorneys’ fees, in exchange for a full and final release and also includes a denial of liability or any wrongdoing by the Company and the other defendants. On April 7, 2016, the Court entered an order preliminarily approving the settlement. On April 21, 2016, a $45.0 million settlement payment was made into an escrow account. On July 13, 2016, the Court entered an order providing final approval of the settlement and final judgment, dismissing the action with prejudice. The Company derecognized its liability for the matter and its related asset for the amount previously funded into the escrow account at that time. Federal and state purported stockholder derivative lawsuits have been filed against certain of the Company's current and former directors and officers. The federal purported stockholder derivative lawsuit was originally filed in April 2012, and a consolidated stockholder derivative complaint, filed on July 30, 2012, is currently pending in the United States District Court for the Northern District of Illinois: In re Groupon Derivative Litigation . The state derivative cases are currently pending before the Chancery Division of the Circuit Court of Cook County, Illinois: Orrego v. Lefkofsky, et al., was filed on April 5, 2012; and Kim v. Lefkofsky, et al., was filed on May 25, 2012. In the first quarter of 2016, the parties reached an agreement in principle to settle the litigation. The agreement, which is subject to court approval, provides that the Company will implement certain corporate reforms. On January 9, 2017, the state court entered an order preliminarily approving the settlement, and set a final settlement approval hearing for April 5, 2017. If final approval is given and judgment entered, it will resolve both the state and federal derivative lawsuits. In 2010, the Company was named as a defendant in a series of class actions that were consolidated in the U.S. District Court for the Southern District of California. The consolidated actions are referred to as In re Groupon Marketing and Sales Practices Litigation . In July 2015, the parties reached an agreement in principle regarding a settlement involving a combination of cash and Groupon credits, worth a total of $8.5 million . On March 23, 2016, the district court granted final approval of the settlement over various objections posed by two individuals and entered judgment pursuant to the settlement. In April 2016, the two individuals who had objected filed notices of appeal with the Ninth Circuit Court of Appeals. One appeal challenged the district court’s approval of the class action settlement; the other appeal challenged the district court’s denial of the objector’s request for an award of attorney’s fees. The appeal challenging the approval of the settlement was dismissed on June 23, 2016, and the settlement became final and non-appealable as of that date. The case was dismissed with prejudice and settlement claims are being validated and processed. On March 2, 2016, International Business Machines Corporation ("IBM") filed a complaint in the United States District Court for the District of Delaware against the Company. In the complaint, IBM alleges that the Company has infringed and continues to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. On December 13, 2016, the Company filed a motion to invalidate two of IBM’s patents relating to the presentation of applications and advertising on the grounds that such patents are patent-ineligible, and the court has not yet ruled on that motion. On May 9, 2016, the Company filed a complaint in the United States District Court for the Northern District of Illinois against IBM. The Company alleges that IBM has infringed and continues to willfully infringe one of the Company’s patents relating to location-based services. On December 20, 2016, IBM filed a motion to dismiss this case, and the court denied that motion. The Company intends to seek damages and injunctive relief for IBM’s infringement of this patent. Further, the Company plans to vigorously defend against the claims filed by IBM. In addition, other third parties have from time to time claimed, and others may claim in the future, that the Company has infringed their intellectual property rights. The Company is subject to intellectual property disputes, including patent infringement claims, and expects that it will increasingly be subject to intellectual property infringement claims as its services expand in scope and complexity. The Company has in the past litigated such claims, and the Company is presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes, some of which could involve potentially substantial claims for damages. The Company may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and as the Company becomes subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. The Company believes that additional lawsuits alleging that it has violated patent, copyright or trademark laws will be filed against it. Intellectual property claims, whether meritorious or not, are time consuming and costly to resolve, could require expensive changes in the Company's methods of doing business, or could require it to enter into costly royalty or licensing agreements. The Company is also subject to, or in the future may become subject to, a variety of regulatory inquiries across the jurisdictions where the Company conducts its business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, injunctive relief or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm the Company's business. The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and estimable. These accruals represent management's best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, the Company believes that the amount of reasonably possible losses in excess of the amounts accrued for these matters would not have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. The Company's accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In the normal course of business to facilitate transactions related to its operations, the Company indemnifies certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company is also subject to increased exposure to various claims as a result of its divestitures and acquisitions, particularly in cases where the Company is entering into new businesses in connection with such acquisitions. The Company may also become more vulnerable to claims as it expands the range and scope of its services and is subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, the Company has entered into indemnification agreements with its officers, directors and underwriters, and the Company's bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that the Company has made under these agreements have not had a material impact on the operating results, financial position or cash flows of the Company. COMMITMENTS AND CONTINGENCIES Operating Leases The Partnership has entered into various non-cancelable operating lease agreements, primarily covering certain of its offices in the Republic of Korea, with lease expirations between 2016 and 2017. Rent expense under these operating leases was $2.7 million for the period from May 27, 2015 through December 31, 2015. Certain of these arrangements have renewal or expansion options and adjustments for market provisions, such as free or escalating base monthly rental payments. The Partnership recognizes rent expense under such arrangements on a straight-line basis over the initial term of the lease. The difference between the straight-line expense and the cash paid for rent has been recorded as deferred rent. As of December 31, 2015, future payments under non-cancelable operating leases (including rent escalation clauses but excluding a proportionate share of operating expenses) were as follows: (in thousands) Years Ended December 31, Operating Leases 2016 $ 7,055 2017 3,493 Thereafter — Total $ 10,548 Contingencies The Partnership recognizes accrued liabilities for loss contingencies when the loss is determined to be both probable and estimable. Such accruals represent the Partnership’s best estimate of probable losses and, in some cases, there may be an exposure to loss in excess of the amounts accrued. The Partnership believes that the amount of reasonably possible losses in excess of the amounts accrued for loss contingencies as of December 31, 2015 would not have a material adverse effect on its business, financial position, results of operations or cash flows. The Partnership has provided customary indemnifications to its unit holders and their affiliates for claims that may arise in connection with their involvement with the Partnership. The indemnifications do not limit the maximum potential future payments that can be made and it is not possible to determine an estimate of those maximum potential future payments due to the absence of historical claim experience. |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity and Stock-Based Compensation (Note) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY Preferred Stock The Company's Board of Directors ("the Board") has the authority, without approval by the stockholders, to issue up to a total of 50,000,000 shares of preferred stock in one or more series. The Board may establish the number of shares to be included in each such series and may fix the designations, preferences, powers and other rights of the shares of a series of preferred stock. The Board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of its common stock. As of December 31, 2016 and 2015 , there were no shares of preferred stock outstanding. Common Stock Prior to October 31, 2016, the Company's certificate of incorporation, as amended and restated, authorized three classes of common stock: Class A common stock, Class B common stock and common stock. On October 31, 2016, each share of the Company's Class A common stock and Class B common stock automatically converted into a single class of common stock pursuant to the terms of the Company's sixth amended and restated certificate of incorporation. Upon conversion, all shares of Class A common stock and Class B common stock were retired. Pursuant to the Company's restated certificate of incorporation, the Board has the authority to issue up to a total of 2,010,000,000 shares of common stock. Each holder of common stock shall be entitled to one vote for each such share on any matter that is submitted to a vote of stockholders. In addition, holders of the common stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Prior to October 31, 2016, holders of Class A common stock and Class B common stock had identical rights, except that holders of Class A common stock were entitled to one vote per share and holders of Class B common stock were entitled to 150 votes per share. Share Repurchase Program The Board has authorized the Company to repurchase up to $700.0 million of its common stock through April 2018 under its current share repurchase program. During the year ended December 31, 2016 , the Company purchased 43,227,743 shares for an aggregate purchase price of $162.4 million (including fees and commissions) under that repurchase program. As of December 31, 2016 , up to $195.0 million of common stock remained available for purchase under that program. 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. |
Compensation Arrangements Compe
Compensation Arrangements Compensation Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Arrangements [Abstract] | |
Compensation Arrangements | COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plans In January 2008, the Company adopted the 2008 Stock Option Plan, as amended (the "2008 Plan"), under which options for up to 64,618,500 shares of common stock were authorized to be issued to employees, consultants and directors of the Company. The 2008 Plan was frozen in December 2010. In April 2010, the Company established the Groupon, Inc. 2010 Stock Plan, as amended in April 2011 (the "2010 Plan"), under which options and restricted stock units ("RSUs") for up to 20,000,000 shares of common stock were authorized for future issuance to employees, consultants and directors of the Company. No new awards may be granted under the 2010 Plan following the Company's initial public offering in November 2011. In August 2011, the Company established the Groupon, Inc. 2011 Stock Plan (the "2011 Plan"), as amended in November 2013, May 2014 and June 2016, under which options, RSUs and performance stock units for up to 150,000,000 shares of common stock were authorized for future issuance to employees, consultants and directors of the Company. The Groupon, Inc. Stock Plans described above (the "Plans") are administered by the Compensation Committee of the Board, which determines the number of awards to be issued, the corresponding vesting schedule and the exercise price for options. As of December 31, 2016 , 79,487,111 shares were available for future issuance under the Plans. Prior to January 2008, the Company issued stock options and RSUs that are governed by employment agreements, some of which are still outstanding. The Company recognized stock-based compensation expense from continuing operations of $118.2 million , $142.1 million and $115.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, related to stock awards issued under the Plans and acquisition-related awards. The Company recognized stock-based compensation expense from discontinued operations of $5.3 million and $6.7 million for the years ended December 31, 2015 and 2014. The Company also capitalized $9.3 million , $12.2 million and $11.2 million of stock-based compensation for the years ended December 31, 2016 , 2015 and 2014 , respectively, in connection with internally-developed software. As of December 31, 2016 , a total of $104.9 million of unrecognized compensation costs related to unvested stock awards and unvested acquisition-related awards are expected to be recognized over a remaining weighted-average period of 1.02 years. Employee Stock Purchase Plan The Company is authorized to grant up to 10,000,000 shares of common stock under its employee stock purchase plan ("ESPP"). For the years ended December 31, 2016 , 2015 and 2014 , 1,669,782 , 1,037,198 and 857,171 shares of common stock were issued under the ESPP, respectively. Stock Options The exercise price of stock options granted is equal to the fair value of the underlying stock on the date of grant. The contractual term for stock options expires ten years from the grant date. Stock options generally vested over a three or four-year period, with 25% of the awards vesting after one year and the remainder of the awards vesting on a monthly or quarterly basis thereafter. The table below summarizes the stock option activity for the year ended December 31, 2016 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2015 1,584,832 $ 0.95 3.96 $ 3,360 Exercised (491,483 ) $ 1.26 Forfeited (102,177 ) $ 0.88 Outstanding and exercisable at December 31, 2016 991,172 $ 0.77 2.83 $ 2,527 (1) The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of December 31, 2016 and 2015 , respectively. The Company did not grant any stock options during the years ended December 31, 2016 , 2015 and 2014 . The total intrinsic value of options that were exercised during the years ended December 31, 2016 , 2015 and 2014 was $1.2 million , $3.0 million and $6.5 million , respectively. Restricted Stock Units The restricted stock units granted under the Plans generally have vesting periods between one and four years. The table below summarizes activity regarding unvested restricted stock units under the Plans for the year ended December 31, 2016 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 39,143,509 $ 6.53 Granted 20,046,195 $ 3.93 Vested (22,698,324 ) $ 5.91 Forfeited (11,083,534 ) $ 6.22 Unvested at December 31, 2016 25,407,846 $ 5.18 The weighted-average grant date fair value of restricted stock units granted in 2015 and 2014 was $6.01 and $7.59 , respectively. The fair value of restricted stock units that vested during each of the three years ended December 31, 2016 , 2015 and 2014 was $ 88.2 million , $163.4 million and $139.8 million , respectively. In May 2015, 575,744 restricted stock units previously granted to Ticket Monster employees were modified to permit continued vesting following the Company’s sale of its controlling stake in Ticket Monster. These nonemployee restricted stock units, which require ongoing employment with Ticket Monster to vest, are remeasured to fair value each reporting period. As of December 31, 2016 , 139,852 of those nonemployee restricted stock units are outstanding. Performance Share Units During the year ended December 31, 2016, the Company granted performance share units to certain key employees. The vesting of those awards into shares of the Company's common stock was contingent upon the achievement of specified financial and operational targets for the year ended December 31, 2016 and was subject to both continued employment through the performance period and approval by the Board that the specified financial and operational targets had been achieved. The maximum number of common shares issuable upon vesting of those performance share units was 778,092 shares. Based on the Company's financial and operational results for the year ended December 31, 2016, 503,735 shares became issuable upon vesting of the performance share units following the Board's approval on February 14, 2017. Restricted Stock Awards The Company has granted restricted stock awards in connection with business combinations. Compensation expense on these awards is recognized on a straight-line basis over the requisite service periods, which extend through January 2018. The table below summarizes activity regarding unvested restricted stock for the year ended December 31, 2016 : Restricted Stock Awards Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 1,908,408 $ 5.72 Vested (492,422 ) $ 7.42 Forfeited (196,968 ) $ 7.42 Unvested at December 31, 2016 1,219,018 $ 4.76 The fair value of restricted stock that vested during the years ended December 31, 2016 , 2015 and 2014 was $2.2 million , $2.6 million and $0.7 million , respectively. Swiss Pension Plan The Company maintains a pension plan covering employees in Switzerland pursuant to the requirements of Swiss pension law. Contributions to the Swiss pension plan are paid by the employees and the employer. Certain features of the plan require it to be categorized as a defined benefit plan under U.S. GAAP. These features include a minimum interest guarantee on retirement savings accounts, a predetermined factor for converting accumulated savings account balances into a pension, and death and disability benefits. The projected benefit obligation and net unfunded pension liability were $4.8 million and $2.1 million , respectively, as of December 31, 2016 and $5.9 million and $2.7 million , respectively, as of December 31, 2015 . The net periodic pension cost for the years ended December 31, 2016 , 2015 and 2014 was $1.1 million , $1.2 million and $0.6 million , respectively. |
Restructuring Restructuring
Restructuring Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring [Abstract] | |
Restructuring | RESTRUCTURING In September 2015, the Company commenced a restructuring plan relating primarily to workforce reductions in its international operations. The Company has also undertaken workforce reductions in its North America segment. In addition to workforce reductions in its ongoing markets, the Company has ceased operations in six countries within its Rest of World segment and 12 countries within its EMEA segment as part of the restructuring plan, including five countries within its EMEA segment that were exited during the year ended December 31, 2016 . The total revenue and net loss for the countries subsequently exited under the restructuring plan were $14.4 million and $8.5 million , respectively, for the year ended December 31, 2016 . The total revenue and net loss for the countries subsequently exited under the restructuring plan were $64.3 million and $10.1 million , respectively, for the year ended December 31, 2015. Costs related to the restructuring plan are classified as "Restructuring charges" on the consolidated statements of operations. From the inception of its restructuring plan in September 2015 through December 31, 2016 , the Company has incurred cumulative costs for employee severance and benefits and other exit costs of $65.5 million under the plan. In addition to those costs, the Company has incurred cumulative long-lived asset impairment charges of $7.7 million resulting from its restructuring activities. Management continues to explore potential further restructuring actions in connection with its efforts to optimize the Company’s cost structure, which are expected to be substantially completed by June 2017. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the year ended December 31, 2016 (in thousands): Year Ended December 31, 2016 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 8,548 $ 45 $ 3,304 $ 11,897 EMEA 22,593 376 2,376 25,345 Rest of World 5,719 — 647 6,366 Consolidated $ 36,860 $ 421 $ 6,327 $ 43,608 (1) The employee severance and benefit costs for the year ended December 31, 2016 relates to the termination of approximately 1,200 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. (2) Asset impairments relate to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities. The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the year ended December 31, 2015 (in thousands): Year Ended December 31, 2015 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 2,000 $ 6,740 $ 1,755 $ 10,495 EMEA 15,060 223 829 16,112 Rest of World 1,950 304 707 2,961 Consolidated $ 19,010 $ 7,267 $ 3,291 $ 29,568 (1) The employee severance and benefit costs for the year ended December 31, 2015 related to the termination of approximately 1,000 employees. (2) Asset impairments related to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities. The following table summarizes restructuring liability activity for the year ended December 31, 2016 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2014 $ — $ — — Charges payable in cash 19,010 3,291 22,301 Cash Payments (9,408 ) (755 ) (10,163 ) Foreign currency translation (585 ) 3 (582 ) Balance as of December 31, 2015 $ 9,017 $ 2,539 $ 11,556 Charges payable in cash (1) 32,211 6,327 38,538 Cash payments (25,922 ) (6,574 ) (32,496 ) Foreign currency translation (401 ) (4 ) (405 ) Balance as of December 31, 2016 $ 14,905 $ 2,288 $ 17,193 (1) Excludes stock-based compensation of $4.7 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities for the year ended December 31, 2016 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The components of pretax income (loss) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ (122,333 ) $ (100,445 ) $ (20,057 ) International (63,537 ) (7,871 ) 17,308 Income (loss) before provision (benefit) for income taxes $ (185,870 ) $ (108,316 ) $ (2,749 ) The provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Continuing Operations $ (2,547 ) $ (19,145 ) $ 15,724 Discontinued Operations — 48,028 — Total $ (2,547 ) $ 28,883 $ 15,724 The pretax income from discontinued operations, including the pretax gain resulting from the sale of a controlling stake in Ticket Monster, was considered for purposes of allocating tax benefits to the loss from continuing operations for the year ended December 31, 2015. The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2016 , 2015 and 2014 consisted of the following components (in thousands): Year Ended December 31, 2016 2015 2014 Current taxes: U.S. federal $ (1,093 ) $ (23,913 ) $ (3,518 ) State 912 (2,613 ) 69 International 8,255 16,366 30,297 Total current taxes 8,074 (10,160 ) 26,848 Deferred taxes: U.S. federal (4,262 ) (8,936 ) (5,132 ) State (11 ) 4,324 (742 ) International (6,348 ) (4,373 ) (5,250 ) Total deferred taxes (10,621 ) (8,985 ) (11,124 ) Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 U.S. federal income tax provision (benefit) at statutory rate $ (65,055 ) $ (37,911 ) $ (962 ) Foreign income and losses taxed at different rates (1) 11,256 3,226 (5,416 ) State income taxes, net of federal benefits, and state tax credits (4,694 ) (16,382 ) (12,851 ) Change in valuation allowances 16,184 48,215 19,094 Effect of foreign and state rate changes on deferred items 7,135 (117 ) 178 Tax effects of intercompany transactions 853 12,448 25,081 Adjustments related to uncertain tax positions (4,899 ) (14,877 ) (12,334 ) Non-deductible stock-based compensation expense 7,291 5,408 4,256 Tax shortfalls, net of excess tax benefits, on stock-based compensation awards (2) 12,585 — — Non-deductible (or non-taxable) change in fair value of investment 4,484 (334 ) — Federal research and development credits (8,547 ) (14,636 ) (4,430 ) Taxable forgiveness of intercompany liabilities 15,187 — — Deductions for investments in subsidiaries that have ceased operations (645 ) (4,924 ) — Non-taxable gains on business dispositions (3,481 ) (5,070 ) — Non-deductible or non-taxable items 9,799 5,809 3,108 Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 (1) Tax rates in foreign jurisdictions are generally lower than the U.S. federal statutory rate. This results in a decrease to the benefit for income taxes in this rate reconciliation for the years ended December 31, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in those foreign jurisdictions. (2) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. See Note 2, Summary of Significant Accounting Policies , for more information about ASU 2016-09. The deferred income tax assets and liabilities consisted of the following components as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Deferred tax assets: Accrued expenses and other liabilities $ 50,723 $ 52,250 Stock-based compensation 7,320 8,328 Net operating loss and tax credit carryforwards 219,584 207,581 Intangible assets, net 11,833 17,758 Investments 1,080 — Unrealized foreign currency exchange losses 9,922 7,761 Other 1,155 2,080 Total deferred tax assets 301,617 295,758 Less valuation allowances (248,270 ) (230,288 ) Deferred tax assets, net of valuation allowance 53,347 65,470 Deferred tax liabilities: Investments — (13,782 ) Prepaid expenses and other assets (10,402 ) (1,881 ) Property, equipment and software, net (22,397 ) (29,664 ) Convertible senior notes (4,529 ) — Deferred revenue (15,003 ) (25,301 ) Total deferred tax liabilities (52,331 ) (70,628 ) Net deferred tax asset (liability) $ 1,016 $ (5,158 ) The Company has incurred significant losses in recent periods and had an accumulated deficit of $1,099.0 million as of December 31, 2016. As a result, the Company maintained valuation allowances against its domestic deferred tax assets and substantially all of its foreign deferred tax assets as of December 31, 2016 and 2015 to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. A cumulative loss in the most recent three-year period is a significant piece of negative evidence that is difficult to overcome when assessing the realizability of deferred tax assets. Prior to 2016, the Company’s operations in the United States were in a cumulative income position over the preceding three-year period. However, due to the Company’s strategic decision in late 2015 to significantly increase marketing spend to accelerate customer growth, the Company forecasted that those operations would be in a three-year cumulative loss position by the end of 2016. Based on that forecasted cumulative three-year pretax loss and its recent financial performance, the Company recorded a valuation allowance against its net deferred tax assets in the United States as of December 31, 2015, which resulted in a $26.0 million charge to income tax expense for the year then ended. The Company had $164.1 million of federal and $893.5 million of state net operating loss carryforwards as of December 31, 2016, which will begin expiring in 2027 and 2017, respectively. As of December 31, 2016, the Company had $478.5 million of foreign net operating loss carryforwards, a significant portion of which carry forward for an indefinite period. The Company is subject to taxation in the United States, state jurisdictions and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table summarizes activity related to the Company's gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2016, 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Beginning Balance $ 79,637 $ 98,321 $ 110,305 Increases related to prior year tax positions 1,708 — 5,489 Decreases related to prior year tax positions (3,154 ) (25,702 ) (27,875 ) Increases related to current year tax positions 11,443 10,590 17,348 Decreases based on settlements with taxing authorities (3,176 ) — — Decreases due to lapse of statute limitations (4,906 ) — — Foreign currency translation (1,471 ) (3,572 ) (6,946 ) Ending Balance $ 80,081 $ 79,637 $ 98,321 The total amount of unrecognized tax benefits as of December 31, 2016, 2015 and 2014 that, if recognized, would affect the effective tax rate are $34.5 million , $40.8 million and $72.3 million , respectively. The Company recognized $1.2 million , $0.1 million and $1.1 million of interest and penalties within "Provision for income taxes" on its consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively. Total accrued interest and penalties as of December 31, 2016 and 2015 were $4.6 million and $5.8 million , respectively, and are included within "Other non-current liabilities" in the consolidated balance sheets. The Company is currently under IRS audit for the 2013 and 2014 tax years. Additionally, the Company is currently under audit by several foreign jurisdictions. It is likely that the examination phase of some of these audits will conclude in the next 12 months. There are many factors, including factors outside of the Company's control, which influence the progress and completion of these audits. The Company recognized income tax benefits of $8.4 million , $25.6 million and $24.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, as a result of new information that impacted its estimates of the amounts that are more-likely-than not of being realized upon settlement of the related tax positions and due to expirations of the applicable statutes of limitations. As of December 31, 2016, the Company believes that it is reasonably possible that additional changes of up to $36.6 million in unrecognized tax benefits may occur within the next 12 months upon closing of income tax audits or the expiration of applicable statutes of limitations. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2016, no provision has been made for U.S. income taxes and foreign withholding taxes related to the undistributed earnings of the Company's foreign subsidiaries of approximately $241.9 million , because those undistributed earnings are indefinitely reinvested outside the United States. The actual U.S. tax cost would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized U.S. deferred tax liability related to the undistributed earnings of the Company's foreign subsidiaries is not practical due to the complexities associated with the calculation. INCOME TAXES Domestic and foreign components of loss from operations before income taxes are presented below: (in thousands) Period from May 27, 2015 through December 31, 2015 Earnings before income taxes - U.S. $ 196 Loss before income taxes - Korea (108,115 ) Total loss before income taxes $ (107,919 ) For U.S. Federal income tax purposes, the Partnership is a pass-through entity and all applicable U.S. income taxes are the responsibility of the partners. However, its subsidiaries are subject to income taxes in the Republic of Korea. The provision for income taxes in the Republic of Korea consists of the following: (in thousands) Period from May 27, 2015 through December 31, 2015 Current income tax provision (benefit) $ — Deferred income tax provision (benefit) — Total provision (benefit) for income taxes $ — The items accounting for differences between the income tax provision or benefit computed at the applicable Korean statutory rate of 11% and the provision for income taxes for the period from May 27, 2015 through December 31, 2015 are as follows: (in thousands) Period from May 27, 2015 through December 31, 2015 Income tax benefit at statutory rate $ (11,871 ) Change in valuation allowance 11,834 Other 37 Total provision (benefit) for income taxes $ — Deferred income tax assets and liabilities of the Partnership's Korean subsidiaries, which include net operating losses generated prior to the Partnership's acquisition of those subsidiaries, consisted of the following: (in thousands) December 31, 2015 Deferred tax assets: Accrued expenses and other liabilities $ 2,323 Net operating loss and tax credit carryforwards 30,183 Property, equipment and software, net 120 Other 26 Total deferred tax assets 32,652 Less valuation allowances (20,319 ) Deferred tax assets, net of valuation allowance 12,333 Deferred tax liabilities: Intangible assets, net 12,256 Other 77 Deferred tax liabilities 12,333 Net deferred tax asset (liability) $ — Significant judgment is required in determining the provision for income taxes and recording the related income tax assets and liabilities. The Partnership recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Partnership has recognized valuation allowances to reduce its deferred tax assets to amounts that are realizable through future reversals of existing taxable temporary differences. The Partnership is subject to income tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Neither the Partnership nor any of its subsidiaries is currently under audit in any jurisdiction. The years 2013 to 2015 remain open for examination by the tax authorities in the Republic of Korea. There are no uncertain tax positions recorded at December 31, 2015 and there were no interest or penalties recognized related to uncertain tax positions for the period from May 27, 2015 through December 31, 2015. As of December 31, 2015, the Partnership's Korean subsidiaries had $274.4 million of net operating loss carryforwards, which begin expiring in 2021. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY In 2011, the Company entered into an arrangement with a strategic partner to offer deals related to live events, and a limited liability company ("LLC") was established to administer that arrangement. The Company and the strategic partner each own 50% of the outstanding LLC interests and income and cash flows of the LLC are allocated based on agreed upon percentages specified in the related LLC agreement. The Company's obligations associated with its interests in the LLC are primarily administering transactions, contributing intellectual property, identifying deals and promoting the sale of deal offerings, coordinating the distribution of deal offerings and providing the record keeping. Under the LLC agreement, as amended, the LLC shall be dissolved upon the occurrence of any of the following events: (1) either party becoming a majority owner; (2) July 11, 2019; (3) certain elections of the Company or the strategic partner based on the operational performance of the LLC or other changes to certain terms in the agreement; (4) election of either the Company or the strategic partner in the event of bankruptcy by the other party; (5) sale of the LLC; or (6) a court's dissolution of the LLC. Variable interest entities ("VIEs") are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., the ability to make significant decisions through voting rights and the right to receive the expected residual returns of the entity or the obligation to absorb the expected losses of the entity). A variable interest holder that has both (a) the power to direct the activities of the VIE that most significantly impact its economic performance and (b) either an obligation to absorb losses or a right to receive benefits that could potentially be significant to the VIE is referred to as the primary beneficiary and must consolidate the VIE. The Company has determined that the LLC is a VIE and the Company is its primary beneficiary. The Company consolidates the LLC because it has the power to direct the activities of the LLC that most significantly impact the LLC's economic performance. In particular, the Company identifies and promotes the deal offerings, provides all of the operational and back office support, presents the LLC's deal offerings via the Company's websites and mobile applications and provides the editorial resources that create the verbiage for the related deal offers. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company's assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Cash equivalents - Cash equivalents primarily consist of AAA-rated money market funds. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. Fair value option and available-for-sale securities investments - See Note 7, Investments , for discussion of the valuation methodologies used to measure the fair value of the Company's investments in Monster LP and GroupMax. The Company measures the fair value of those investments using the discounted cash flow method, which is an income approach, and the market approach.The Company also has investments in redeemable preferred shares and convertible debt securities issued by nonpublic entities. The Company measures the fair value of those available-for-sale securities using the discounted cash flow method. The Company has classified its fair value option investments and its investments in available-for-sale securities as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. Increases in projected cash flows and decreases in discount rates contribute to increases in the estimated fair values of the fair value option investments and available-for-sale securities, whereas decreases in projected cash flows and increases in discount rates contribute to decreases in their fair values. Contingent consideration - The Company has contingent obligations to transfer cash to the former owners of acquired businesses if specified financial results are met over future reporting periods (i.e., earn-outs). Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred and subsequent changes in fair value are recorded in earnings within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. The Company uses an income approach to value contingent consideration obligations based on future financial performance, which is determined based on the present value of probability-weighted future cash flows. The Company has classified the contingent consideration liabilities as Level 3 due to the lack of relevant observable market data over fair value inputs such as probability-weighting of payment outcomes. Increases in the assessed likelihood of a higher payout under a contingent consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the assessed likelihood of a higher payout under a contingent consideration arrangement contribute to decreases in the fair value of the related liability. Changes in assumptions could have an impact on the payout of contingent consideration arrangements with a maximum payout of $15.4 million . The following tables summarize the Company's assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using Description December 31, 2016 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 202,241 $ 202,241 $ — $ — Fair value option investments 82,584 — — 82,584 Available-for-sale securities: Convertible debt securities 10,038 — — 10,038 Redeemable preferred shares 17,444 — — 17,444 Liabilities: Contingent consideration 14,588 — — 14,588 Fair Value Measurement at Reporting Date Using Description December 31, 2015 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 305,179 $ 305,179 $ — $ — Fair value option investments 130,725 — — 130,725 Available-for-sale securities: Convertible debt securities 10,116 — — 10,116 Redeemable preferred shares 22,834 — — 22,834 Liabilities: Contingent consideration 10,781 — — 10,781 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Assets Fair value option investments: Beginning Balance $ 130,725 $ — $ — Acquisitions of investments — 138,475 — Sale of investments carried at fair value — (4,807 ) — Total gains (losses) included in earnings (48,141 ) (2,943 ) — Ending Balance $ 82,584 $ 130,725 $ — Unrealized (losses) gains still held (1) $ (48,141 ) $ (3,023 ) $ — Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,116 $ 2,527 $ 3,174 Purchases of convertible debt securities — 6,635 — Maturity of convertible debt security (1,685 ) — — Total gains (losses) included in other comprehensive income (loss) 703 385 693 Total gains (losses) included in other income (expense), net (2) 904 569 (1,340 ) Ending Balance $ 10,038 $ 10,116 $ 2,527 Unrealized gains (losses) still held (1) $ 1,607 $ 954 $ (647 ) Redeemable preferred shares: Beginning Balance $ 22,834 $ 4,910 $ — Purchase of redeemable preferred shares — 18,375 4,599 Total gains (losses) included in other comprehensive income (loss) (816 ) (451 ) 311 Transfer to cost method investment classification upon elimination of redemption feature (4,574 ) — — Ending Balance $ 17,444 $ 22,834 $ 4,910 Unrealized gains (losses) still held (1) $ (816 ) $ (451 ) $ 311 Liabilities Contingent Consideration: Beginning Balance $ 10,781 $ 1,983 $ 606 Issuance of contingent consideration in connection with acquisitions — 9,605 4,388 Settlements of contingent consideration liabilities — (716 ) (424 ) Reclass to non-fair value liabilities when no longer contingent (285 ) (331 ) (143 ) Total losses (gains) included in earnings (3) 4,092 240 (2,444 ) Ending Balance $ 14,588 $ 10,781 $ 1,983 Unrealized losses (gains) still held (1) $ 3,966 $ (148 ) $ (2,405 ) (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents accretion of interest income and changes in the fair value of an embedded derivative. (3) Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment. For the years ended December 31, 2016 and 2015, the Company recorded $0.4 million and $7.3 million of impairment charges related to property, equipment and software as a result of the Company's restructuring activities (refer to Note 13, Restructuring ). Those long-lived assets were written down to their estimated fair values of zero as of December 31, 2016 and 2015. The Company did not record any significant nonrecurring fair value measurements after initial recognition for the year ended December 31, 2014 . Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the consolidated financial statements (in thousands): December 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 31,816 $ 35,369 $ 14,561 $ 15,922 The fair values of the Company's cost method investments were determined using the market approach or the income approach, depending on the availability of fair value inputs such as financial projections for the investees and market multiples for comparable companies. The Company has classified the fair value measurements of its cost method investments as Level 3 measurements within the fair value hierarchy because they involve significant unobservable inputs such as cash flow projections and discount rates. The Company's other financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of these assets and liabilities approximate their respective fair values as of December 31, 2016 and 2015 due to their short-term nature. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
LOSS PER SHARE OF CLASS A AND CLASS B COMMON STOCK [Abstract] [Abstract] | |
Income (Loss) Per Share | INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, restricted stock units, performance share units, unvested restricted stock awards, ESPP shares, warrants and convertible senior notes. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share by application of the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method. Each share of the Company's Class A and Class B common stock automatically converted into a single class of common stock on October 31, 2016. Refer to Note 11, Stockholders’ Equity, for additional information. Prior to the conversion, the Company computed net income (loss) per share of Class A and Class B common stock using the two-class method. Under the two-class method, the undistributed earnings for each period were allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the period had been distributed. As the liquidation and dividend rights were identical for Class A and Class B common shares, the undistributed earnings were allocated on a proportionate basis. Under the two-class method, the computation of diluted net income (loss) per share of Class A common stock would reflect the conversion of Class B common stock, if dilutive, while the computation of diluted net income (loss) per share of Class B common stock did not reflect the conversion of those shares. The following table sets forth the computation of basic and diluted loss per share of the common stock and the Class A and Class B common stock for the year ended December 31, 2016 (in thousands, except share amounts and per share amounts): Period from January 1, 2016 through October 31, 2016 (pre-conversion) Period from November 1, 2016 through December 31, 2016 (post-conversion) Year Ended December 31, 2016 (2) Class A Class B Common Total Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) $ (158,436 ) $ (662 ) $ (24,225 ) $ (183,323 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 9,559 40 1,665 11,264 Allocation of net income (loss) attributable to common stockholders $ (167,995 ) $ (702 ) $ (25,890 ) $ (194,587 ) Denominator Weighted-average common shares outstanding 574,755,214 2,399,976 574,884,987 576,354,258 Basic and diluted net income (loss) per share (1) $ (0.29 ) $ (0.29 ) $ (0.05 ) $ (0.34 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. The following table sets forth the computation of basic and diluted loss per share of Class A and Class B common stock for the years ended December 31, 2015 and 2014 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2015 2014 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (88,842 ) $ (329 ) $ (18,407 ) $ (66 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 12,963 48 9,138 33 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (101,805 ) $ (377 ) $ (27,545 ) $ (99 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations 122,396 454 (45,284 ) (162 ) Allocation of net income (loss) attributable to common stockholders $ 20,591 $ 77 $ (72,829 ) $ (261 ) Denominator Weighted-average common shares outstanding 647,706,249 2,399,976 672,432,417 2,399,976 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.16 ) $ (0.16 ) $ (0.04 ) $ (0.04 ) Discontinued operations 0.19 0.19 (0.07 ) (0.07 ) Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.11 ) $ (0.11 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares and outstanding equity awards have been excluded from the calculation of dilutive net income (loss) per share for the years ended December 31, 2015 and 2014 as their effect on net income (loss) per share from continuing operations was antidilutive. The following weighted-average outstanding equity awards are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share from continuing operations: Year Ended December 31, 2016 2015 2014 Stock options 1,204,512 1,884,958 2,775,771 Restricted stock units 33,480,458 41,079,648 42,341,320 Performance share units 125,934 — — Restricted stock 1,335,613 1,346,447 52,854 ESPP shares 1,184,330 916,837 507,916 Convertible senior notes 34,213,474 — — Warrants 29,761,907 — — Total 101,306,228 45,227,890 45,677,861 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
SEGMENT INFORMATION [Abstract] | |
Segment Information | SEGMENT INFORMATION The company organizes its operations into three segments: North America, EMEA, which is comprised of Europe, Middle East and Africa, and the remainder of the Company's international operations ("Rest of World"). Segment operating results reflect earnings before stock-based compensation, acquisition-related expense (benefit), net, other income (expense), net and provision (benefit) for income taxes. Segment information reported in the tables below represents the operating segments of the Company organized in a manner consistent with which separate information is available and for which segment results are evaluated regularly by the Company's chief operating decision-maker in assessing performance and allocating resources. Revenue and profit or loss information by reportable segment reconciled to consolidated net income (loss) for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 North America Revenue (1) $ 2,151,769 $ 2,047,742 $ 1,824,461 Segment cost of revenue and operating expenses (2) (3) (4) 2,126,834 2,029,643 1,755,113 Segment operating income (loss) (2) (3) (4) 24,935 18,099 69,348 EMEA Revenue (1) 827,196 867,880 961,130 Segment cost of revenue and operating expenses (2) (3) (5) 813,177 797,786 857,062 Segment operating income (loss) (2) (3) (5) 14,019 70,094 104,068 Rest of World Revenue 164,389 203,894 256,532 Segment cost of revenue and operating expenses (2) (3) 190,135 228,273 282,688 Segment operating income (loss) (2) (3) (25,746 ) (24,379 ) (26,156 ) Consolidated Revenue 3,143,354 3,119,516 3,042,123 Segment cost of revenue and operating expenses (2) (3) 3,130,146 3,055,702 2,894,863 Segment operating income (loss) (2) (3) 13,208 63,814 147,260 Stock-based compensation (6) 117,321 141,734 115,290 Acquisition-related expense (benefit), net 5,650 1,857 1,269 Income (loss) from operations (109,763 ) (79,777 ) 30,701 Other income (expense), net (76,107 ) (28,539 ) (33,450 ) Income (loss) from continuing operations before provision (benefit) for income taxes (185,870 ) (108,316 ) (2,749 ) Provision (benefit) for income taxes (2,547 ) (19,145 ) 15,724 Income (loss) from continuing operations (183,323 ) (89,171 ) (18,473 ) Income (loss) from discontinued operations, net of tax — 122,850 (45,446 ) Net income (loss) $ (183,323 ) $ 33,679 $ (63,919 ) (1) North America includes revenue from the United States of $2,120.3 million , $2,022.5 million and $1,784.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Direct revenue transactions in the EMEA Goods category have been transacted through a Switzerland-based subsidiary. As a result, EMEA includes revenue from Switzerland of $551.7 million , $496.2 million and $468.7 million for the years ended December 31, 2016 , 2015 and 2014, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2016 , 2015 and 2014 . Revenue is attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. (2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 104,708 $ 5,650 $ 124,078 $ 1,857 $ 99,939 $ 1,125 EMEA 7,220 — 11,445 — 9,927 144 Rest of World 6,224 — 6,546 — 5,424 — Consolidated $ 118,152 $ 5,650 $ 142,069 $ 1,857 $ 115,290 $ 1,269 Acquisition-related expense (benefit), net for the North America segment includes external transaction costs and gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the EMEA and Rest of World segments, which is consistent with the attribution used for internal reporting purposes. (3) Segment cost of revenue and operating expenses for the year ended December 31, 2016 includes restructuring charges of $9.5 million in North America (which excludes $2.6 million of stock-based compensation), $23.1 million in EMEA (which excludes $2.0 million of stock-based compensation) and $6.3 million in Rest of World (which excludes $0.1 million of stock-based compensation). Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million in North America, $16.1 million in EMEA and $3.0 million in Rest of World. See Note 13, Restructuring , for additional information. (4) Segment cost of revenue and operating expenses for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 10, Commitments and Contingencies , for additional information. (5) Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations. (6) Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.8 million and $0.3 million of additional stock-based compensation for the years ended December 31, 2016 and 2015 , respectively. The following table summarizes the Company's total assets by reportable segment as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 North America (1) $ 1,122,261 $ 1,063,595 EMEA 466,946 508,353 Rest of World 172,170 224,316 Consolidated total assets $ 1,761,377 $ 1,796,264 (1) North America contains assets from the United States of $1,057.6 million and $1,018.2 million as of December 31, 2016 and 2015 , respectively. EMEA contains assets from Ireland of $203.2 million as of December 31, 2016 . There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2016 and 2015 , respectively. The following table summarizes the Company's tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 North America (1) $ 69,577 $ 87,050 EMEA (2) 21,833 26,264 Rest of World 3,757 4,876 Consolidated total $ 95,167 $ 118,190 (1) Substantially all tangible property and equipment within North America is located in the United States. (2) Tangible property and equipment, net located within Ireland represented approximately 17% and 11% of the Company's consolidated tangible property and equipment, net as of December 31, 2016 and 2015 , respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2016 and 2015 . The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 116,865 $ 108,973 $ 83,106 EMEA 16,822 18,834 24,849 Rest of World 3,981 5,163 7,086 Consolidated total $ 137,668 $ 132,970 $ 115,041 The following table summarizes the Company's expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 9,770 $ 10,207 $ 6,775 EMEA 3,562 14,251 12,945 Rest of World 2,229 4,380 10,092 Consolidated total $ 15,561 $ 28,838 $ 29,812 Category Information The Company offers goods and services through its online local commerce marketplaces in three primary categories: Local, Goods and Travel. Collectively, Local and Travel comprise the Company's "Services" offerings and Goods reflects its product offerings. The Company also earns advertising revenue and commission revenue generated when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. Revenue and gross profit from those other sources, which are primarily generated through the Company's relationships with local and national merchants, are included within the Local category in the tables below. The following table summarizes the Company's third-party and other and direct revenue by category for its three reportable segments for the years ended December 31, 2016 , 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Year Ended Year Ended Year Ended Year Ended 2016 2015 2014 2016 2015 2014 2016 2015 2014 2016 2015 2014 Local (1) : Third-party and other $ 762,314 $ 701,312 $ 674,605 $ 241,683 $ 302,085 $ 391,179 $ 88,488 $ 107,381 $ 147,248 $ 1,092,485 $ 1,110,778 $ 1,213,032 Travel: Third-party 82,577 81,731 68,977 45,909 53,059 63,957 18,869 24,091 26,407 147,355 158,881 159,341 Total services 844,891 783,043 743,582 287,592 355,144 455,136 107,357 131,472 173,655 1,239,840 1,269,659 1,372,373 Goods: Third-party 9,068 7,151 5,966 25,077 50,366 63,650 29,561 45,357 59,022 63,706 102,874 128,638 Direct 1,297,810 1,257,548 1,074,913 514,527 462,370 442,344 27,471 27,065 23,855 1,839,808 1,746,983 1,541,112 Total 1,306,878 1,264,699 1,080,879 539,604 512,736 505,994 57,032 72,422 82,877 1,903,514 1,849,857 1,669,750 Total revenue $ 2,151,769 $ 2,047,742 $ 1,824,461 $ 827,196 $ 867,880 $ 961,130 $ 164,389 $ 203,894 $ 256,532 $ 3,143,354 $ 3,119,516 $ 3,042,123 (1) Includes revenue from deals with local and national merchants and through local events. The following table summarizes the Company's gross profit by category for its three reportable segments for the years ended December 31, 2016 , 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Year Ended Year Ended Year Ended Year Ended 2016 2015 2014 2016 2015 2014 2016 2015 2014 2016 2015 2014 Local (1) : Third-party and other $ 660,983 $ 600,893 $ 581,067 $ 226,182 $ 282,880 $ 364,545 $ 75,400 $ 92,185 $ 125,343 $ 962,565 $ 975,958 $ 1,070,955 Travel: Third-party 64,355 67,027 56,994 42,128 47,394 59,229 14,701 18,817 19,932 121,184 133,238 136,155 Total services 725,338 667,920 638,061 268,310 330,274 423,774 90,101 111,002 145,275 1,083,749 1,109,196 1,207,110 Goods: Third-party 7,470 5,931 5,112 21,519 42,782 55,434 19,080 25,692 30,297 48,069 74,405 90,843 Direct 152,739 127,720 88,810 72,577 72,508 77,706 (231 ) 1,236 840 225,085 201,464 167,356 Total 160,209 133,651 93,922 94,096 115,290 133,140 18,849 26,928 31,137 273,154 275,869 258,199 Total gross profit $ 885,547 $ 801,571 $ 731,983 $ 362,406 $ 445,564 $ 556,914 $ 108,950 $ 137,930 $ 176,412 $ 1,356,903 $ 1,385,065 $ 1,465,309 (1) Includes gross profit from deals with local and national merchants and through local events. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTION On December 28, 2016, the Company entered into a sublease, subject to landlord consents, for portions of its office space in Chicago, Illinois to Uptake, Inc. ("Uptake"), a Lightbank LLC ("Lightbank") portfolio company. Brad Keywell, one of the Company's directors, is the chief executive officer of Uptake. Eric Lefkofsky, the Company's Chairman of the Board, and Mr. Keywell co-founded Lightbank, a private investment firm specializing in information technology companies. They are the majority shareholders of Lightbank, and Mr. Keywell is managing director of Lightbank. The sublease was negotiated on an arm’s-length basis and is a market rate transaction on terms that the Company believes are no less favorable than would have been reached with an unrelated third party. The sublease extends through January 31, 2026 and the sublease rentals over that term total approximately $17.9 million . Pursuant to the Company’s related party transaction policy, the Company’s Audit Committee approved the Company entering into the sublease. RELATED PARTY TRANSACTIONS Certain Ticket Monster employees continue to vest in share-based awards granted by Groupon as a result of their employment with Ticket Monster. These restricted stock units are remeasured to fair value each reporting period. The Partnership has recorded $0.3 million of compensation expense within "Selling, general and administrative expenses" on the consolidated statement of operations as a result of that arrangement. As of December 31, 2015, 377,256 Groupon restricted stock units are outstanding, which will result in approximately $1.2 million of future compensation expense based on the fair value of the unvested awards at that date and is expected to be recognized over a remaining weighted average period of 1.7 years. The Partnership has entered into an arrangement to receive advisory services from KKR and Anchor. Under that arrangement, which is cancelable only with the consent of the counterparties, the Partnership will incur advisory costs of approximately $1.5 million per year. The Partnership incurred $0.9 million of advisory costs under this arrangement for the period from May 27, 2015 through December 31, 2015, which are included within "Selling, general and administrative" in the accompanying consolidated statement of operations. There were $0.6 million of amounts due to the counterparties under this arrangement as of December 31, 2015, which are included within “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet. During 2015, Groupon sold 2,529,998 Class B units for $4.8 million to an entity affiliated with Mr. Daniel Shin and other employees of Ticket Monster. |
Quarterly Results
Quarterly Results | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Results [Abstract] | |
Quarterly Results | QUARTERLY RESULTS (UNAUDITED) The following table represents data from the Company's unaudited consolidated statements of operations for the most recent eight quarters. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all normal recurring adjustments necessary to fairly state the information for the periods presented. The results of operations of any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands, except share and per share amounts). Quarter Ended Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, 2016 (1) (5) 2016 (1) 2016 (1) 2016 (1) 2015 (1) (2) 2015 (1) (3) 2015 (4) 2015 Consolidated Statements of Operations Data: Revenue $ 934,885 $ 720,468 $ 756,030 $ 731,971 $ 917,170 $ 713,595 $ 738,395 $ 750,356 Cost of revenue 565,015 406,351 422,442 392,643 545,430 384,683 401,388 402,950 Gross profit 369,870 314,117 333,588 339,328 371,740 328,912 337,007 347,406 Income (loss) from operations 7,424 (26,685 ) (43,169 ) (47,333 ) (5,423 ) (70,423 ) (9,226 ) 5,295 Income (loss) from continuing operations (50,204 ) (35,792 ) (51,731 ) (45,596 ) (32,552 ) (24,613 ) (15,267 ) (16,739 ) Income (loss) from discontinued operations, net of tax — — — — (10,613 ) — 127,179 6,284 Net income (loss) attributable to Groupon, Inc. (52,588 ) (37,976 ) (54,904 ) (49,119 ) (46,528 ) (27,615 ) 109,084 (14,273 ) Basic net and diluted income (loss) per share (5) : Continuing operations $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) $ (0.06 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) Discontinued operations — — — — (0.02 ) — 0.19 0.01 Basic and diluted net income (loss) per share $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) $ (0.08 ) $ (0.04 ) $ 0.16 $ (0.02 ) Weighted average number of shares outstanding Basic 570,546,159 575,216,191 576,903,004 582,751,678 607,517,010 644,894,785 671,630,169 676,382,937 Diluted 570,546,159 575,216,191 576,903,004 582,751,678 607,517,010 644,894,785 671,630,169 676,382,937 (1) Income (loss) from continuing operations for the three months ended December 31, 2016, September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015 and September 30, 2015 includes restructuring charges of $ 13.6 million , $1.5 million , $16.1 million , $12.4 million , $5.4 million and $24.1 million , respectively. (2) The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States. (3) Income (loss) from continuing operations for the three months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability in its securities litigation matter and 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. (4) Income (loss) from discontinued operations, net of tax, for the three months ended June 30, 2015 includes a $154.1 million gain, net of tax, from the sale of a controlling stake in Ticket Monster. (5) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This column reflects the weighted-average Class A and Class B common shares outstanding for the period from October 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the three months ended December 31, 2016. (6) The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Financial Statement Schedules - Groupon, Inc. Schedule II-Valuation and Qualifying Accounts Balance at Beginning of Year Charged to Expense Acquisitions and Other Balance at End of Year (in thousands) TAX VALUATION ALLOWANCE: Year ended December 31, 2016 230,288 16,184 1,798 248,270 Year ended December 31, 2015 194,785 48,215 (12,712 ) 230,288 Year ended December 31, 2014 173,577 19,094 2,114 194,785 All other schedules have been omitted because they are either inapplicable or the required information has been provided in the consolidated financial statements or in the notes thereto. (3) Exhibits (i) See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K. |
MH Business Description (Notes)
MH Business Description (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation [Text Block] | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and subsidiaries (the "Company"), which commenced operations in October 2008, operates online local commerce marketplaces throughout the world that connect merchants to consumers by offering goods and services, generally at a discount. Customers access those marketplaces through the Company's websites, primarily localized groupon.com sites in many countries, and its mobile applications. The Company's operations are organized into three segments: North America, EMEA, which is comprised of Europe, Middle East and Africa, and the remainder of the Company's international operations ("Rest of World"). See Note 18, Segment Information. In May 2015, the Company sold a controlling stake in its subsidiary Ticket Monster, Inc. ("Ticket Monster"), an entity based in the Republic of Korea, that resulted in its deconsolidation. The financial results of Ticket Monster, including the gain on disposition and related income tax effects, are presented as discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2015 and 2014. See Note 3, Discontinued Operations and Other Dispositions , for additional information. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Monster Holdings LP (the "Partnership") is a Delaware Limited Partnership that was formed on April 1, 2015 and had no operations until May 27, 2015, when the Partnership acquired from a wholly-owned subsidiary of Groupon Inc. ("Groupon") all of the outstanding equity interests of LivingSocial Korea, Inc. ("LSK"), a Korean corporation and holding company of Ticket Monster Inc. ("Ticket Monster"). The accompanying consolidated financial statements are presented from May 27, 2015, the date on which Groupon sold LSK to the Partnership and recognized its minority interest in that entity. Ticket Monster is an e-commerce company based in the Republic of Korea that connects merchants to consumers by offering goods and services at a discount. Ticket Monster acts as a marketing agent by selling vouchers that can be redeemed for products or services with third party merchants. Ticket Monster also sells merchandise inventory directly to customers. Customers can access Ticket Monster's deal offerings directly through its website and mobile application and indirectly using search engines. Ticket Monster also sends emails to its subscribers with deal offerings that are targeted by location and personal preferences. Liquidity Risks As of December 31, 2015, the Partnership had $81.8 million of cash and cash equivalents and a working capital deficit of $125.1 million . In the normal course of business, the Partnership collects cash from credit card payment processors shortly after a sale occurs and remits payments to merchants and suppliers at a later date in accordance with the related contractual payment terms. This favorable working capital cycle is expected to continue for the foreseeable future. For the period from May 27, 2015 through December 31, 2015, the Partnership incurred $21.9 million of negative cash flows from operations and $6.8 million of capital expenditures. The Partnership believes that its current liquidity resources will be adequate to meet its obligations as they come due for a period of at least one year from March 30, 2016, the date at which the consolidated financial statements were available to be issued. In the event of any unexpected adverse change in its business, the Partnership has the ability and intent to reduce discretionary spending to increase liquidity and also plans to obtain additional equity or debt financing. |
MH Accounting Policies (Notes)
MH Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the consolidated financial statements as "Noncontrolling interests." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the cost method, the fair value option or as available-for-sale securities, as appropriate. Adoption of New Accounting Standards The Company adopted the guidance in Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , as of December 31, 2016. This ASU requires management to assess a company's ability to continue as a going concern and to provide related disclosures in certain circumstances. Based on the results of the Company's analysis, no additional disclosures were required. The Company adopted the guidance in ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting , on January 1, 2016. Under this ASU, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. The Company has elected to recognize forfeitures as they occur and the impact of that change in accounting policy has been recorded as a $3.1 million cumulative effect adjustment to increase its accumulated deficit as of January 1, 2016. Additionally, ASU 2016-09 requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense (benefit), net. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. The requirement to report those income tax effects in earnings has been applied on a prospective basis to settlements occurring on or after January 1, 2016 and the impact of applying that guidance was not material to the consolidated financial statements for the year ended December 31, 2016. ASU 2016-09 also 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 increases of $7.6 million and $16.0 million to net cash provided by operating activities and a corresponding increase to net cash used in financing activities in the accompanying consolidated statement of cash flows for the years ended December 31, 2015 and 2014, respectively, as compared to the amounts previously reported. The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying consolidated financial statements. The Company adopted the guidance in ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis , on January 1, 2016. This ASU expands the variable interest entity ("VIE") criteria to specifically include limited partnerships in certain circumstances. The adoption of ASU 2015-02 did not have a material impact on the accompanying consolidated financial statements. The Company determined that Monster Holdings LP ("Monster LP") is not a VIE under ASU 2015-02, which is consistent with its conclusion prior to adoption of the ASU. That investment is evaluated as a corporation, rather than a limited partnership, for purposes of making consolidation determinations because its governance structure is akin to a corporation. Under the terms of Monster LP’s amended and restated agreement of limited partnership, all of the objectives and purposes of Monster LP are carried out by a board of directors, rather than a general partner. Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, investments, customer refunds, contingent liabilities and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Company's credit card and other payment processors for cleared transactions. The carrying amount of the Company's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out ("FIFO") method of accounting and are valued at the lower of cost or market value. The Company writes down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. Restricted Cash Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to contractual arrangements with certain financial institutions. The Company had $5.8 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2016 . The Company had $4.7 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2015 . Property and Equipment Property and equipment are stated at cost and assets under capital leases are stated at the present value of minimum lease payments. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer hardware and office equipment, five to ten years for furniture and fixtures and warehouse equipment and the shorter of the term of the lease or the asset’s useful life for leasehold improvements and assets under capital leases. Internal-Use Software The Company incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within "Property, equipment and software, net" on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the estimated useful lives of the assets of two years. Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. Goodwill Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For reporting units with a negative book value (i.e., excess of liabilities over assets), the Company evaluates qualitative factors to determine whether it is necessary to perform the second step of the goodwill impairment test. Investments Investments in nonmarketable equity shares with no redemption provisions that are not common stock or in-substance common stock or for which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and are classified within "Investments" on the consolidated balance sheets. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Investments in common stock or in-substance common stock for which the Company has the ability to exercise significant influence are accounted for under the equity method, except where the Company has made an irrevocable election to account for the investments at fair value. These investments are classified within "Investments" on the consolidated balance sheets. The Company's proportionate share of income or loss on equity method investments and changes in the fair values of investments for which the fair value option has been elected are presented within "Other income (expense), net" on the consolidated statements of operations. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within "Investments" on the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within "Accumulated other comprehensive income (loss)" on the consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within "Other income (expense), net" on the consolidated statements of operations. Other-than-Temporary Impairment of Investments An unrealized loss exists when the current fair value of an investment is less than its cost basis. The Company conducts reviews of its investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. This evaluation, which is performed at the individual investment level, considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company's intent and ability to hold the investment for a period of time that is sufficient to allow for an anticipated recovery in value. Evidence considered in this evaluation includes the amount of the impairment, the length of time that the investment has been impaired, the factors contributing to the impairment, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company's strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery in value. Additionally, the Company considers whether it intends to sell the investment or whether it is more likely than not that it will be required to sell the investment before recovery of its amortized cost basis. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are not recorded for cost method investments and equity method investments, while such losses are recorded, net of tax, in accumulated other comprehensive income (loss) for available-for-sale securities. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company regularly reviews deferred tax assets to assess whether it is more-likely-than-not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more-likely-than-not that deferred tax assets will be realized, the Company considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 14, Income Taxes , for further information about the Company's valuation allowance assessments. The Company is subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, the Company's effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, or by changes in the relevant laws, regulations, principles and interpretations. The Company accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Lease and Asset Retirement Obligations The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within "Selling, general and administrative" on the consolidated statements of operations. Minimum lease payments made under capital leases are apportioned between interest expense, which is presented within "Other income (expense), net" on the consolidated statements of operations, and a reduction of the related capital lease obligations, which are classified within "Accrued expenses and other current liabilities" and "Non-current liabilities" on the consolidated balance sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within "Selling, general and administrative" on the consolidated statements of operations. Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. Third-party revenue The Company generates third-party revenue from transactions in which it acts as a marketing agent, primarily by selling vouchers ("Groupons") through its online local commerce marketplaces that can be redeemed for goods or services with third-party merchants. The Company's marketplaces include three primary categories of offerings: Local, Goods and Travel. Third-party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant. Revenue is presented on a net basis because the Company is acting as a marketing agent of the merchant in those transactions. Third-party revenue is recognized when the customer purchases a voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Company's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Company's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. For a portion of the hotel offerings available through the Company's online local marketplaces, customers make room reservations directly through its websites. Such reservations are generally cancelable at any time prior to check-in and the Company defers the revenue on those transactions until the customer's stay commences. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Company retains all of the gross billings. The Company recognizes incremental revenue from unredeemed vouchers and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Company believes is shortly after deal expiration in most jurisdictions that have payment arrangements structured under a redemption model. Direct revenue The Company generates direct revenue from selling merchandise inventory through its Goods category in transactions for which it is the merchant of record. Direct revenue is reported on a gross basis as the purchase price received from the customer. The Company is the primary obligor in those transactions, is subject to general inventory risk and has latitude in establishing prices. For Goods transactions in which the Company acts as a marketing agent of a third-party merchant, revenue is recorded on a net basis and is presented within third-party revenue. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Other revenue Commission revenue is earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. The Company recognizes that commission revenue in the period when the underlying transactions are completed. Advertising revenue is recognized when the advertiser's logo or website link has been included on the Company's websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Refunds Estimated refunds are recorded as a reduction of revenue, except for refunds on third-party revenue transactions for which the merchant’s share is not recoverable, which are presented as a cost of revenue. The liability for estimated refunds is included within "Accrued expenses and other current liabilities" on the consolidated balance sheets. The Company estimates future refunds utilizing a statistical model that incorporates historical refund experience, including the relative risk of refunds based on transaction value and deal category. The portion of customer refunds for which the merchant's share is not recoverable on third-party revenue deals is estimated based on the refunds that are expected to be issued after expiration of the related vouchers, the refunds that are expected to be issued due to merchant bankruptcies or poor customer experience and whether the payment terms of the related merchant contracts are structured using a redemption payment model or a fixed payment model. The Company assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Company's refund policies or general economic conditions, may cause future refunds to differ from its initial estimates. If actual results are not consistent with the estimates or assumptions stated above, the Company may need to change its future estimates, and the effects could be material to the consolidated financial statements. Discounts The Company provides discount offers to encourage purchases of goods and services through its marketplaces. The Company records discounts as a reduction of revenue. Sales and related taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Cost of revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Company's fulfillment center. For third-party revenue transactions, cost of revenue includes estimated refunds for which the merchant's share is not recoverable. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of the Company's websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees, are attributed to cost of third-party revenue, direct revenue and other revenue in proportion to gross billings during the period. Customer Credits The Company issues credits to its customers that can be applied against future purchases through its online local marketplaces for certain qualifying acts, such as referring new customers, and also to satisfy refund requests. The Company has recorded its customer credit obligations within "Accrued expenses and other current liabilities" on the consolidated balance sheets (Note 8, Supplemental Consolidated Balance Sheet and Statements of Operations Information ). Customer credit obligations incurred for new customer referrals or other qualifying acts are expensed as incurred and are classified within "Marketing" on the consolidated statements of operations. Customer credits issued to satisfy refund requests are applied as a reduction to the refunds reserve. Stock-Based Compensation The Company measures stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. The Company presents stock-based compensation expense within the consolidated statements of operations based on the classification of the respective employees' cash compensation. See Note 12, Compensation Arrangements . Foreign Currency Balance sheet accounts of the Company's operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within "Accumulated other comprehensive income" on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within "Other income (expense), net" on the consolidated statements of operations. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Gross versus Net) , which is effective upon adoption of ASU 2014-09. This ASU clarifies the implementation guidance in ASU 2014-09 on principal versus agent considerations. These ASUs are effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. For merchant payment arrangements that are structured under a redemption model, the Company expects that it will be required to estimate the incremental revenue from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale under ASU 2014-09, rather than when its legal obligation expires. The potential impact of that change could increase or decrease the Company's revenue in any given period as compared to its current policy depending on the relative amounts of the estimated incremental revenue from unredeemed vouchers on current transactions as compared to the actual incremental revenue from vouchers that expire unredeemed in that period. The Company is still evaluating these ASUs for other potential impacts on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory . This ASU requires inventory to be measured at the lower of cost or net realizable value, rather than the lower of cost or market. The ASU is effective for annual reporting periods beginning after December 31, 2016 and interim periods within those annual periods. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU requires equity securities to be measured at fair value with changes in fair value recognized through net income and will eliminate the cost method for equity securities without readily determinable fair values. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The impact of the ASU on the Company's cost method investments will depend on changes in their fair values in periods after the adoption date. While the Company is still assessing the impact of ASU 2016-01, it does not expect that the adoption of this guidance will otherwise have a material impact on its consolidated financial statements. In February 2016, the FASB issued |
MH Business Combinations (Notes
MH Business Combinations (Notes) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Business Combination Disclosure [Text Block] | BUSINESS COMBINATIONS 2016 Acquisition Activity The Company acquired three businesses during the year ended December 31, 2016 and the results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, and changes to those allocations may occur as a result of final tax return filings. Acquired goodwill represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid these premiums for a number of reasons, including growing the Company's merchant and customer base and acquiring an assembled workforce. The goodwill from these business combinations is generally not deductible for tax purposes. For the years ended December 31, 2016 , 2015 and 2014 , $1.6 million , $1.6 million and $3.7 million , respectively, of external transaction costs related to business combinations, primarily consisting of legal and advisory fees, are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. LivingSocial, Inc. On October 31, 2016, the Company acquired all of the outstanding equity interests of LivingSocial, Inc. ("LivingSocial"), an e-commerce company that connects merchants to consumers by offering goods and services, generally at a discount. The primary purpose of this acquisition was to grow the Company's customer base. The Company acquired LivingSocial for no consideration. The following table summarizes the assets acquired and liabilities assumed from the LivingSocial acquisition (in thousands): Cash and cash equivalents $ 15,479 Accounts receivable 3,652 Prepaid expenses and other current assets 2,399 Property, equipment and software 1,075 Goodwill 528 Intangible assets: (1) Customer relationships 16,200 Merchant relationships 2,700 Trade name 1,000 Developed technology 2,500 Other non-current assets 5,495 Total assets acquired $ 51,028 Accounts payable $ 2,184 Accrued merchant and supplier payables 18,498 Accrued expenses and other current liabilities 25,854 Other non-current liabilities 4,492 Total liabilities assumed $ 51,028 Total acquisition price $ — (1) The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. The following pro forma information presents the combined operating results of the Company for the year ended December 31, 2015 and for the period from January 1, 2016 through October 31, 2016, as if the Company had acquired LivingSocial as of January 1, 2015 (in thousands). The underlying pro forma results include the historical financial results of the Company and this acquired business adjusted for depreciation and amortization expense associated with the assets acquired. The pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired entity. Accordingly, these pro forma results are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they indicative of future results of operations. Year Ended Year Ended Revenue $ 3,200,170 $ 3,264,789 Loss from continuing operations (199,895 ) (110,680 ) The revenue and net loss of LivingSocial included in the Company's consolidated statements of operations were $9.3 million and $4.3 million , respectively, for the period from October 31, 2016 through December 31, 2016. Other Acquisitions The Company acquired two other businesses during the year ended December 31, 2016. The acquisition price of these businesses and the assets acquired and liabilities assumed were not material. 2015 Acquisition Activity The Company acquired seven businesses during the year ended December 31, 2015 and the results of each of those acquired businesses are included in the consolidated financial statements beginning on the respective acquisition dates. OrderUp, Inc. On July 16, 2015, the Company acquired all of the outstanding equity interests of OrderUp, Inc. ("OrderUp"), an on-demand online and mobile food ordering and delivery marketplace based in the United States. The purpose of this acquisition was to expand the Company's local offerings in the food ordering and delivery sector, acquire an assembled workforce and enhance related technology capabilities. The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 The following table summarizes the allocation of the acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 60,080 Intangible assets: (1) Customer relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 84,930 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses and other current liabilities 2,918 Deferred income taxes 1,715 Other non-current liabilities 21 Total liabilities assumed $ 6,576 Total acquisition price $ 78,354 (1) The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. Other Acquisitions The Company acquired six other businesses during the year ended December 31, 2015. The primary purpose of these acquisitions was to acquire assembled workforces, expand and advance product offerings and enhance technology capabilities. The acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,744 Liability for purchase consideration 250 Total $ 5,994 The following table summarizes the allocation of the acquisition price of the other acquisitions for the year ended December 31, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Customer relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 283 Total acquisition price $ 5,994 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. Pro forma results of operations for the OrderUp acquisition and these other acquisitions are not presented because the pro forma effects of those acquisitions, individually or in the aggregate, were not material to the Company's consolidated results of operations for the years ended December 31, 2015 and 2014. 2014 Acquisition Activity The Company acquired six businesses during the year ended December 31, 2014. LivingSocial Korea, Inc. On January 2, 2014, the Company acquired all of the outstanding equity interests of LivingSocial Korea, Inc., a Korean corporation and holding company of Ticket Monster. Ticket Monster is an e-commerce company based in the Republic of Korea that connects merchants to consumers by offering goods and services at a discount. The primary purpose of this acquisition was to grow the Company's merchant and customer base and expand its presence in the Korean e-commerce market. On May 27, 2015, the Company sold a controlling stake in Ticket Monster that resulted in its deconsolidation. See Note 3, Discontinued Operations and Other Dispositions , for additional information. The acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $259.4 million , which consisted of the following (in thousands): Cash $ 96,496 Issuance of 13,825,283 shares of Class A common stock 162,862 Total $ 259,358 The fair value of the Class A common stock issued as consideration was measured based on the stock price upon closing of the transaction on January 2, 2014. The following table summarizes the allocation of the acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 24,768 Accounts receivable 17,732 Prepaid expenses and other current assets 829 Property, equipment and software 5,944 Goodwill 218,692 Intangible assets: (1) Customer relationships 57,022 Merchant relationships 32,176 Developed technology 571 Trade name 19,325 Deferred income taxes 1,264 Other non-current assets 3,033 Total assets acquired $ 381,356 Accounts payable $ 5,951 Accrued merchant and supplier payables 82,934 Accrued expenses and other current liabilities 26,182 Deferred income taxes 1,264 Other non-current liabilities 5,667 Total liabilities assumed $ 121,998 Total acquisition price $ 259,358 (1) The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. Ideeli, Inc. On January 13, 2014, the Company acquired all of the outstanding equity interests of Ideeli, Inc. (d/b/a "Ideel"), a fashion flash site based in the United States. The primary purpose of this acquisition was to expand and advance the Company's product offerings. The acquisition-date fair value of the consideration transferred for the Ideel acquisition totaled $42.7 million in cash. The following table summarizes the allocation of the acquisition price of the Ideel acquisition (in thousands): Cash and cash equivalents $ 79 Accounts receivable 988 Prepaid expenses and other current assets 22,081 Property, equipment and software 8,173 Goodwill 4,203 Intangible assets: (1) Customer relationships 5,490 Brand relationships 7,100 Trade name 4,500 Deferred income taxes 9,517 Total assets acquired $ 62,131 Accounts payable $ 1,640 Accrued supplier payables 4,092 Accrued expenses and other current liabilities 9,600 Deferred income taxes 348 Other non-current liabilities 3,753 Total liabilities assumed $ 19,433 Total acquisition price $ 42,698 (1) The estimated useful lives of the acquired intangible assets are 3 years for customer relationships, 5 years for brand relationships and 5 years for trade name. Other Acquisitions The Company acquired four other businesses during the year ended December 31, 2014. The primary purpose of these acquisitions was to acquire an experienced workforce, expand and advance product offerings and enhance technology capabilities. The acquisition-date fair value of the consideration transferred for these acquisitions totaled $32.9 million , which consisted of the following (in thousands): Cash $ 17,364 Issuance of 1,429,897 shares of Class A common stock 11,110 Contingent consideration 4,388 Total $ 32,862 The fair value of the Class A common stock issued as acquisition consideration was measured based on the stock price upon closing of the related transaction on November 13, 2014. The following table summarizes the allocation of the purchase price of these other acquisitions (in thousands): Net working capital (including acquired cash of $0.2 million) $ (396 ) Goodwill 27,150 Intangible assets: (1) Customer relationships 2,555 Developed technology 3,372 Brand relationships 579 Deferred income taxes (398 ) Total acquisition price $ 32,862 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. Pro forma results of operations for the Ticket Monster acquisition, the Ideel acquisition and these other acquisitions are not presented because the pro forma effects of those acquisitions, individually or in the aggregate, were not material to the Company's consolidated results of operations for the year ended December 31, 2014. BUSINESS COMBINATIONS The acquisition of all of the outstanding equity interests of LSK, the holding company of Ticket Monster (the "Ticket Monster acquisition"), was accounted for using the acquisition method, and the results of that business have been included in the consolidated financial statements beginning on the May 27, 2015 acquisition date. The fair value of consideration transferred in the business combination has been allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill represents the premium the Partnership paid over the fair value of the net tangible and intangible assets acquired. The Partnership paid this premium for a number of reasons, including acquiring an assembled workforce. The goodwill from the business combinations is not deductible for tax purposes. The aggregate acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $413.6 million , which consisted of the following (in thousands): Cash $ 285,000 Issuance of 64,000,000 Class B units 128,607 Total $ 413,607 The fair value of the Class B units issued as consideration was measured as of the closing of the transaction on May 27, 2015. The initial fair value was determined using the backsolve valuation method, which is a form of the market approach. Under this method, assumptions are made about the expected time to liquidity, volatility and risk-free rate such that the price paid by a third-party investor in a recent financing round can be used to determine the value of the entity and its other securities using option-pricing methodologies. The fair value of the Class B units was based on the contractual liquidation preferences and the following valuation assumptions: 4-year expected time to a liquidity event, 60% volatility and a 1.3% risk-free rate. The following table summarizes the allocation of the aggregate acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 37,516 Accounts receivable 6,813 Prepaid expenses and other current assets 18,866 Property, equipment and software 7,884 Goodwill 377,001 Intangible assets: (1) Customer relationships 58,278 Merchant relationships 23,582 Developed technology 994 Trade name 47,887 Other non-current assets 3,193 Total assets acquired $ 582,014 Accounts payable $ 9,239 Accrued merchant and supplier payables 137,167 Accrued expenses and other current liabilities 14,942 Other non-current liabilities 7,059 Total liabilities assumed $ 168,407 Total acquisition price $ 413,607 (1) The estimated useful lives of the acquired intangible assets are 7 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 12 years for trade name. | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 The acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,744 Liability for purchase consideration 250 Total $ 5,994 The aggregate acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $413.6 million , which consisted of the following (in thousands): Cash $ 285,000 Issuance of 64,000,000 Class B units 128,607 Total $ 413,607 | The acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $259.4 million , which consisted of the following (in thousands): Cash $ 96,496 Issuance of 13,825,283 shares of Class A common stock 162,862 Total $ 259,358 The acquisition-date fair value of the consideration transferred for these acquisitions totaled $32.9 million , which consisted of the following (in thousands): Cash $ 17,364 Issuance of 1,429,897 shares of Class A common stock 11,110 Contingent consideration 4,388 Total $ 32,862 The fair value of the Class A common stock issued as acquisition consideration was measured based on the stock price upon closing of the related transaction on November 13, 2014. |
MH PPE (Notes)
MH PPE (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes the Company's property, equipment and software, net (in thousands): December 31, 2016 2015 Warehouse equipment $ 4,863 $ 4,838 Furniture and fixtures 15,136 15,837 Leasehold improvements 47,115 45,543 Office equipment 3,539 3,916 Purchased software 35,951 40,029 Computer hardware (1) 200,215 185,676 Internally-developed software (2) 213,137 188,602 Total property, equipment and software, gross 519,956 484,441 Less: accumulated depreciation and amortization (348,950 ) (285,544 ) Property, equipment and software, net $ 171,006 $ 198,897 (1) Includes computer hardware acquired under capital leases of $104.3 million and $86.7 million as of December 31, 2016 and 2015 , respectively. (2) The net carrying amount of internally-developed software was $70.5 million and $69.6 million as of December 31, 2016 and 2015 , respectively. Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 2015 2014 Cost of revenue - third-party and other $ 21,277 $ 16,299 $ 9,028 Cost of revenue - direct 10,663 9,273 4,813 Selling, general and administrative 86,780 87,476 80,304 Total $ 118,720 $ 113,048 $ 94,145 The above amounts include amortization of internally-developed software of $55.0 million , $50.0 million and $42.1 million , respectively, and amortization expense on assets under capital leases of $29.8 million , $24.2 million and $7.2 million , respectively, for the years ended December 31, 2016 , 2015 and 2014 . PROPERTY, EQUIPMENT AND SOFTWARE, NET (in thousands) December 31, 2015 Purchased software $ 2,584 Office furniture and equipment 5,258 Internally-developed software 4,364 Leasehold improvements 950 Construction in progress 489 Total property, equipment and software, gross 13,645 Less: Accumulated depreciation and amortization (2,192 ) Total property, equipment and software, net $ 11,453 Depreciation and amortization expense on property, equipment and software for the period from May 27, 2015 through December 31, 2015 was $2.6 million , which includes $0.6 million of internally-developed software amortization, and is primarily included within "Selling, general and administrative expenses" on the consolidated statement of operations. |
Supplemental BS Info (Notes)
Supplemental BS Info (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Offsetting [Abstract] | |
Additional Financial Information Disclosure [Text Block] | SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes the Company's other income (expense), net for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Interest income $ 2,053 $ 1,219 $ 1,416 Interest expense (15,684 ) (3,001 ) (883 ) Impairments of investments — — (2,036 ) Gain (loss) on equity method investments — — (459 ) Gains (losses), net on changes in fair value of investments (48,141 ) (2,943 ) — Foreign currency gains (losses), net (1) (12,213 ) (23,799 ) (31,499 ) Other (2,122 ) (15 ) 11 Other income (expense), net $ (76,107 ) $ (28,539 ) $ (33,450 ) (1) Foreign currency gains (losses), net for the year ended December 31, 2016 includes $5.7 million of net cumulative translation losses that were reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Foreign currency gains (losses), net for the year ended December 31, 2015 includes a $4.4 million cumulative translation loss from the Company's legacy business in the Republic of Korea that was reclassified to earnings as a result of the Ticket Monster disposition, partially offset by a $3.7 million net cumulative translation gain that was reclassified to earnings as a result of the Company's exit from certain countries as part of its restructuring plan. Refer to Note 13, Restructuring for additional information. The following table summarizes the Company's prepaid expenses and other current assets as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Finished goods inventories 35,610 42,305 Prepaid expenses 46,022 49,134 Income taxes receivable 13,755 32,483 Value-added tax receivable 6,230 14,305 Other 11,818 15,478 Total prepaid expenses and other current assets $ 113,435 $ 153,705 The following table summarizes the Company's accrued merchant and supplier payables as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Accrued merchant payables $ 451,284 $ 471,607 Accrued supplier payables (1) 349,413 304,604 Total accrued merchant and supplier payables $ 800,697 $ 776,211 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes the Company's accrued expenses and other current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Refunds reserve 33,921 35,297 Compensation and benefits 60,727 50,454 Customer credits 44,092 32,293 Restructuring-related liabilities 17,193 11,556 Income taxes payable 11,124 13,885 Deferred revenue 36,491 40,396 Current portion of capital lease obligations 28,889 26,776 Other (1) 150,644 192,067 Total accrued expenses and other current liabilities $ 383,081 $ 402,724 (1) As of December 31, 2015, Other included a $45.0 million liability for the Company's securities litigation matter (see Note 10, Commitments and Contingencies ). Final court approval of the settlement for that matter was granted on July 13, 2016 and the Company's settlement obligation was satisfied during the year ended December 31, 2016 . The following table summarizes the Company's other non-current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Long-term tax liabilities $ 41,772 $ 46,506 Capital lease obligations 19,719 30,943 Other 38,563 36,091 Total other non-current liabilities $ 100,054 $ 113,540 The following table summarizes the activity for the components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance at December 31, 2013 $ 24,952 $ (122 ) $ — $ 24,830 Other comprehensive income (loss) before reclassification adjustments 11,812 (210 ) (1,500 ) 10,102 Reclassification adjustment included in net income (loss) — 831 — 831 Other comprehensive income (loss) 11,812 621 (1,500 ) 10,933 Balance as of December 31, 2014 36,764 499 (1,500 ) 35,763 Other comprehensive income (loss) before reclassification adjustments 3,376 (41 ) (113 ) 3,222 Reclassification adjustment included in net income (loss) 12,121 — 100 12,221 Other comprehensive income (loss) 15,497 (41 ) (13 ) 15,443 Balance as of December 31, 2015 52,261 458 (1,513 ) 51,206 Other comprehensive income (loss) before reclassification adjustments 6,579 (70 ) 830 7,339 Reclassification adjustments included in net income (loss) (591 ) — 98 (493 ) Other comprehensive income (loss) 5,988 (70 ) 928 6,846 Balance as of December 31, 2016 $ 58,249 $ 388 $ (585 ) $ 58,052 The effects of amounts reclassified from accumulated other comprehensive income (loss) to net loss for the years ended December 31, 2016 , 2015 and 2014 are presented within the following line items in the consolidated statements of operations (in thousands): Year Ended December 31, Consolidated Statements of Operations Line Item 2016 2015 2014 Foreign currency translation adjustments Loss (gain) on dispositions - continuing operations $ (6,265 ) $ (906 ) $ — Gains on business dispositions Loss (gain) on country exits - continuing operations 5,674 714 — Other income (expense), net Loss (gain) on disposition - discontinued operations — 12,313 — Income (loss) from discontinued operations, net of tax Reclassification adjustments (591 ) 12,121 — Unrealized gain (loss) on available-for-sale securities Other-than-temporary impairment of available-for-sale security — — 1,340 Other income (expense), net Less: Tax effect — — (509 ) Provision (benefit) for income taxes Reclassification adjustment — — 831 Pension adjustments Amortization of net actuarial loss (gain) 116 119 — Selling, general and administrative Less: Tax effect (18 ) (19 ) — Provision (benefit) for income taxes Reclassification adjustment 98 100 — Total reclassification adjustments $ (493 ) $ 12,221 $ 831 SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION The following summarizes the Partnership's prepaid expenses and other current assets as of December 31, 2015: (in thousands) December 31, 2015 Finished goods inventories $ 19,113 Prepaid expenses 13,288 Restricted cash 16,367 Total prepaid expenses and other current assets $ 48,768 The following summarizes the Partnership's accrued expenses and other current liabilities as of December 31, 2015: (in thousands) December 31, 2015 Customer credits $ 2,668 Refunds 597 Accrued compensation and benefits 7,021 Deferred revenue 3,545 Other 7,623 Total accrued expenses and other current liabilities $ 21,454 |
MH Credit Facility (Notes)
MH Credit Facility (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Convertible Senior Notes On April 4, 2016, the Company issued $250.0 million in aggregate principal amount of convertible senior notes (the "Notes") in a private placement to A-G Holdings, L.P. ("Atairos"). The net proceeds from this offering were $243.2 million after deducting issuance costs. The Notes bear interest at a rate of 3.25% per annum, payable annually in arrears on April 1 of each year, beginning on April 1, 2017. The Notes will mature on April 1, 2022, subject to earlier conversion or redemption. Each $1,000 of principal amount of the Notes initially is convertible into 185.1852 shares of Class A common stock, or common stock, as applicable (the "Common Stock"), which is equivalent to an initial conversion price of $5.40 per share, subject to adjustment upon the occurrence of specified events. Upon conversion, the Company can elect to settle the conversion value in cash, shares of its Common Stock, or any combination of cash and shares of its Common Stock. Holders of the Notes may convert their Notes at their option at any time until the close of business on the scheduled trading day immediately preceding the maturity date. In addition, if specified corporate events occur prior to the maturity date, the Company may be required to increase the conversion rate for holders who elect to convert based on the effective date of such event and the applicable stock price attributable to the event, as set forth in a table contained in the indenture governing the Notes (the "Indenture"). With certain exceptions, upon a fundamental change (as defined in the Indenture), the holders of the Notes may require the Company to repurchase all or a portion of their Notes for cash at a purchase price equal to the principal amount plus accrued and unpaid interest. In addition, the Company may redeem the Notes, at its option, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after April 1, 2020, if the closing sale price of the Common Stock exceeds 150% of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding the Company’s exercise of this redemption right. The Notes are senior unsecured obligations of the Company that rank equal in right of payment to all senior unsecured indebtedness of the Company and rank senior in right of payment to any indebtedness that is contractually subordinated to the Notes. The Indenture includes customary events of default. If an event of default, as defined in the Indenture, occurs and is continuing, the principal amount of the Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the Notes and any accrued and unpaid interest would automatically become immediately due and payable. The Company has separated the Notes into their liability and equity components in the accompanying consolidated balance sheet. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Notes. The difference between the principal amount of the Notes and the liability component (the "debt discount") is amortized to interest expense based on an effective interest rate of 9.75% over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company incurred transaction costs of approximately $6.8 million related to the issuance of the Notes. Those transaction costs have been allocated to the liability and equity components in the same manner as the allocation of the proceeds from the Notes. Transaction costs attributable to the liability component of $4.8 million were recorded as a debt discount in the consolidated balance sheet and are being amortized to interest expense over the term of the Notes. Transaction costs attributable to the equity component of $2.0 million were recorded in stockholders' equity as a reduction of the equity component. The carrying amount of the Notes consisted of the following (in thousands): December 31, 2016 Liability component: Principal amount $ 250,000 Less: debt discount (71,005 ) Net carrying amount of liability component $ 178,995 Net carrying amount of equity component $ 67,014 The estimated fair value of the Notes as of December 31, 2016 was $237.4 million and was determined using a lattice model. The Company classified the fair value of the Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as its stock price volatility over the term of the Notes and its cost of debt. As of December 31, 2016 , the remaining term of the Notes is approximately 5 years, 3 months . During the year ended December 31, 2016 , the Company recognized interest expense on the Notes as follows (in thousands): Year Ended December 31, 2016 Contractual interest expense based on 3.25% of the principal amount per annum $ 6,095 Amortization of debt discount 7,376 Total interest expense $ 13,471 Note Hedges and Warrants On May 9, 2016, the Company purchased convertible note hedges with respect to its Common Stock for a cost of $59.1 million from certain bank counterparties. The convertible note hedges provide the Company with the right to purchase up to 46.3 million shares of the Company's Common Stock at an initial strike price of $5.40 per share, which corresponds to the initial conversion price of the Notes, and are exercisable by the Company upon conversion of the Notes. The convertible note hedges are intended to reduce the potential economic dilution upon conversion of the Notes. The convertible note hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes do not have any rights with respect to the convertible note hedges. On May 9, 2016, the Company also sold warrants for total cash proceeds of $35.5 million to certain bank counterparties. The warrants provide the counterparties with the right to purchase up to 46.3 million shares of the Company's Common Stock at a strike price of $8.50 per share. The warrants expire on various dates between July 1, 2022 and August 26, 2022 and are exercisable on their expiration dates. The warrants are separate transactions and are not part of the terms of the Notes or convertible note hedges. Holders of the Notes and convertible note hedges do not have any rights with respect to the warrants. The amounts paid and received for the convertible note hedges and warrants have been recorded in additional paid-in capital in the consolidated balance sheet as of December 31, 2016 . The convertible note hedges and warrants are not remeasured as long as they continue to meet the conditions for equity classification. The amounts paid for the convertible note hedges are tax deductible over the term of the Notes, while the proceeds received from the warrants are not taxable. Under the if-converted method, the shares of common stock underlying the conversion option in the Notes are included in the diluted earnings per share denominator and the interest expense on the Notes, net of tax, is added to the numerator. However, upon conversion, there will be no economic dilution from the Notes, as exercise of the convertible note hedges eliminates any dilution from the Notes that would have otherwise occurred when the price of the Company’s Common Stock exceeds the conversion price. Taken together, the purchase of the convertible note hedges and sale of warrants are intended to offset any actual dilution from the conversion of these Notes and to effectively increase the overall conversion price from $5.40 to $8.50 per share. Based on the closing price of the Company's Common Stock of $3.32 on December 31, 2016 , the if-converted value of the Notes was less than the principal amount. Revolving Credit Agreement In June 2016, the Company amended and restated its senior secured revolving credit agreement (as amended, the "Amended and Restated Credit Agreement") that provides for aggregate principal borrowings of up to $250.0 million and matures in June 2019. Borrowings under the Amended and Restated Credit Agreement bear interest, at the Company's option, at a rate per annum equal to the Alternate Base Rate or Adjusted LIBO Rate (each as defined in the Amended and Restated Credit Agreement) plus an additional margin ranging between 0.50% and 2.25% . The Company is required to pay quarterly commitment fees ranging from 0.25% to 0.40% per annum of the average daily amount of unused commitments available under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement also provides for the issuance of up to $45.0 million in letters of credit, provided that the sum of outstanding borrowings and letters of credit do not exceed the maximum funding commitment of $250.0 million . The Amended and Restated Credit Agreement is secured by substantially all of the Company's and its subsidiaries' tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of its direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of the Company's domestic subsidiaries are guarantors under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement contains various customary restrictive covenants that limit the Company's ability to, among other things: incur additional indebtedness; make dividend and other restricted payments, including share repurchases; enter into sale and leaseback transactions; make investments, loans or advances; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; and engage in transactions with affiliates. The Amended and Restated Credit Agreement requires the Company to maintain compliance with specified financial covenants, comprised of a minimum fixed charge coverage ratio, a maximum leverage ratio, a maximum senior secured indebtedness ratio and a minimum liquidity ratio, each as set forth in the Amended and Restated Credit Agreement. The Company is also required to maintain, as of the last day of each fiscal quarter, unrestricted cash of at least $400.0 million , including $200.0 million in accounts held with lenders under the Amended and Restated Credit Agreement or their affiliates. Non-compliance with these covenants may result in termination of the commitments under the Amended and Restated Credit Agreement and any then outstanding borrowings may be declared due and payable immediately. The Company has the right to terminate the Amended and Restated Credit Agreement or reduce the available commitments at any time. As of December 31, 2016 and 2015 , the Company had no borrowings under the Amended and Restated Credit Agreement or its prior credit agreement, respectively, and was in compliance with all covenants. As of December 31, 2016 and 2015 , the Company had outstanding letters of credit of $11.1 million and $11.6 million , respectively, under the Amended and Restated Credit Agreement and its prior credit agreement. CREDIT FACILITY The Partnership has entered into a revolving credit facility (the "credit facility") that provides for aggregate principal borrowings of $8.5 million . The credit facility expires on July 14, 2016 . Borrowings under the credit facility bear interest at the Certificate of Deposit Rate for the Republic of Korea plus 3.30% . As of December 31, 2015, the Partnership had no borrowings outstanding under the credit facility. |
MH Commitments and Contingencie
MH Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Leases The Company has entered into various non-cancelable operating lease agreements for its offices and data centers throughout the world with lease expirations between 2017 and 2026. Rent expense under operating leases was $50.1 million , $49.2 million and $51.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Sublease income was $2.7 million , $1.0 million and $0.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company leases its headquarters located in Chicago, Illinois ("600 West Chicago"). The Company's lease agreement for 600 West Chicago extends through January 31, 2026 and includes rent escalations that range from one to two percent per year, as well as expansion options and a five-year renewal option. The 600 West Chicago lease represents $107.0 million of the estimated future payments under operating leases shown in the table below. The Company accounts for the 600 West Chicago lease as an operating lease and recognizes rent expense on a straight-line basis, taking into account rent escalations and lease incentives. Certain of the Company's computer hardware has been acquired under capital lease agreements, with expirations between 2017 and 2019. The Company is responsible for paying its proportionate share of specified operating expenses and real estate, personal property and lease taxes under certain of its operating and capital leases agreements. Those operating expenses are not included in the table below. As of December 31, 2016 , the future payments under operating leases and capital leases for each of the next five years and thereafter are as follows (in thousands): Capital Leases Operating Leases 2017 $ 29,982 $ 48,693 2018 16,011 39,535 2019 3,779 27,651 2020 — 23,900 2021 — 20,234 Thereafter — 68,093 Total minimum lease payments 49,772 $ 228,106 Less: Amount representing interest (1,164 ) Present value of net minimum capital lease payments 48,608 Less: Current portion of capital lease obligations (28,889 ) Total long-term capital lease obligations $ 19,719 As of December 31, 2016 , the future amounts due to the Company under subleases for each of the next five years and thereafter is as follows (in thousands): Subleases (1) 2017 $ 5,796 2018 5,688 2019 4,864 2020 4,473 2021 3,682 Thereafter 4,933 Total future sublease income $ 29,436 (1) On December 28, 2016, the Company entered into a sublease for portions of its office space in Chicago, Illinois that extends through January 31, 2026. The income from this sublease, which totals approximately $17.9 million , is excluded from the table above because the sublease is subject to landlord consents not received as of December 31, 2016. See Note 19, Related Party Transaction, for information about this sublease. Purchase Obligations The Company has entered into non-cancelable arrangements with third-parties, primarily related to information technology products and services. As of December 31, 2016 , future payments under these contractual obligations were as follows (in thousands): 2017 $ 17,535 2018 9,310 2019 2,500 2020 45 2021 45 Thereafter — Total purchase obligations $ 29,435 Legal Matters and Other Contingencies From time to time, the Company is party to various legal proceedings incident to the operation of its business. For example, the Company is currently involved in proceedings brought by former employees and merchants, intellectual property infringement suits and suits by customers (individually or as class actions) alleging, among other things, violations of the Credit Card Accountability, Responsibility and Disclosure Act and state laws governing gift cards, stored value cards and coupons. The following is a brief description of significant legal proceedings. The Company was a defendant in a proceeding pursuant to which, on October 29, 2012, a consolidated amended class action complaint was filed against the Company, certain of its directors and officers, and the underwriters that participated in the initial public offering of the Company's Class A common stock. The case was pending before the United States District Court for the Northern District of Illinois: In re Groupon, Inc. Securities Litigation . In the first quarter of 2016, the parties entered into a term sheet to settle the litigation that provides for a settlement payment to the class of $45.0 million in cash, including plaintiff’s attorneys’ fees, in exchange for a full and final release and also includes a denial of liability or any wrongdoing by the Company and the other defendants. On April 7, 2016, the Court entered an order preliminarily approving the settlement. On April 21, 2016, a $45.0 million settlement payment was made into an escrow account. On July 13, 2016, the Court entered an order providing final approval of the settlement and final judgment, dismissing the action with prejudice. The Company derecognized its liability for the matter and its related asset for the amount previously funded into the escrow account at that time. Federal and state purported stockholder derivative lawsuits have been filed against certain of the Company's current and former directors and officers. The federal purported stockholder derivative lawsuit was originally filed in April 2012, and a consolidated stockholder derivative complaint, filed on July 30, 2012, is currently pending in the United States District Court for the Northern District of Illinois: In re Groupon Derivative Litigation . The state derivative cases are currently pending before the Chancery Division of the Circuit Court of Cook County, Illinois: Orrego v. Lefkofsky, et al., was filed on April 5, 2012; and Kim v. Lefkofsky, et al., was filed on May 25, 2012. In the first quarter of 2016, the parties reached an agreement in principle to settle the litigation. The agreement, which is subject to court approval, provides that the Company will implement certain corporate reforms. On January 9, 2017, the state court entered an order preliminarily approving the settlement, and set a final settlement approval hearing for April 5, 2017. If final approval is given and judgment entered, it will resolve both the state and federal derivative lawsuits. In 2010, the Company was named as a defendant in a series of class actions that were consolidated in the U.S. District Court for the Southern District of California. The consolidated actions are referred to as In re Groupon Marketing and Sales Practices Litigation . In July 2015, the parties reached an agreement in principle regarding a settlement involving a combination of cash and Groupon credits, worth a total of $8.5 million . On March 23, 2016, the district court granted final approval of the settlement over various objections posed by two individuals and entered judgment pursuant to the settlement. In April 2016, the two individuals who had objected filed notices of appeal with the Ninth Circuit Court of Appeals. One appeal challenged the district court’s approval of the class action settlement; the other appeal challenged the district court’s denial of the objector’s request for an award of attorney’s fees. The appeal challenging the approval of the settlement was dismissed on June 23, 2016, and the settlement became final and non-appealable as of that date. The case was dismissed with prejudice and settlement claims are being validated and processed. On March 2, 2016, International Business Machines Corporation ("IBM") filed a complaint in the United States District Court for the District of Delaware against the Company. In the complaint, IBM alleges that the Company has infringed and continues to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. On December 13, 2016, the Company filed a motion to invalidate two of IBM’s patents relating to the presentation of applications and advertising on the grounds that such patents are patent-ineligible, and the court has not yet ruled on that motion. On May 9, 2016, the Company filed a complaint in the United States District Court for the Northern District of Illinois against IBM. The Company alleges that IBM has infringed and continues to willfully infringe one of the Company’s patents relating to location-based services. On December 20, 2016, IBM filed a motion to dismiss this case, and the court denied that motion. The Company intends to seek damages and injunctive relief for IBM’s infringement of this patent. Further, the Company plans to vigorously defend against the claims filed by IBM. In addition, other third parties have from time to time claimed, and others may claim in the future, that the Company has infringed their intellectual property rights. The Company is subject to intellectual property disputes, including patent infringement claims, and expects that it will increasingly be subject to intellectual property infringement claims as its services expand in scope and complexity. The Company has in the past litigated such claims, and the Company is presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes, some of which could involve potentially substantial claims for damages. The Company may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and as the Company becomes subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. The Company believes that additional lawsuits alleging that it has violated patent, copyright or trademark laws will be filed against it. Intellectual property claims, whether meritorious or not, are time consuming and costly to resolve, could require expensive changes in the Company's methods of doing business, or could require it to enter into costly royalty or licensing agreements. The Company is also subject to, or in the future may become subject to, a variety of regulatory inquiries across the jurisdictions where the Company conducts its business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, injunctive relief or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm the Company's business. The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and estimable. These accruals represent management's best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, the Company believes that the amount of reasonably possible losses in excess of the amounts accrued for these matters would not have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. The Company's accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In the normal course of business to facilitate transactions related to its operations, the Company indemnifies certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company is also subject to increased exposure to various claims as a result of its divestitures and acquisitions, particularly in cases where the Company is entering into new businesses in connection with such acquisitions. The Company may also become more vulnerable to claims as it expands the range and scope of its services and is subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, the Company has entered into indemnification agreements with its officers, directors and underwriters, and the Company's bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that the Company has made under these agreements have not had a material impact on the operating results, financial position or cash flows of the Company. COMMITMENTS AND CONTINGENCIES Operating Leases The Partnership has entered into various non-cancelable operating lease agreements, primarily covering certain of its offices in the Republic of Korea, with lease expirations between 2016 and 2017. Rent expense under these operating leases was $2.7 million for the period from May 27, 2015 through December 31, 2015. Certain of these arrangements have renewal or expansion options and adjustments for market provisions, such as free or escalating base monthly rental payments. The Partnership recognizes rent expense under such arrangements on a straight-line basis over the initial term of the lease. The difference between the straight-line expense and the cash paid for rent has been recorded as deferred rent. As of December 31, 2015, future payments under non-cancelable operating leases (including rent escalation clauses but excluding a proportionate share of operating expenses) were as follows: (in thousands) Years Ended December 31, Operating Leases 2016 $ 7,055 2017 3,493 Thereafter — Total $ 10,548 Contingencies The Partnership recognizes accrued liabilities for loss contingencies when the loss is determined to be both probable and estimable. Such accruals represent the Partnership’s best estimate of probable losses and, in some cases, there may be an exposure to loss in excess of the amounts accrued. The Partnership believes that the amount of reasonably possible losses in excess of the amounts accrued for loss contingencies as of December 31, 2015 would not have a material adverse effect on its business, financial position, results of operations or cash flows. The Partnership has provided customary indemnifications to its unit holders and their affiliates for claims that may arise in connection with their involvement with the Partnership. The indemnifications do not limit the maximum potential future payments that can be made and it is not possible to determine an estimate of those maximum potential future payments due to the absence of historical claim experience. |
MH Partners Capital (Notes)
MH Partners Capital (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Partners' Capital Notes Disclosure [Text Block] | PARTNERS' CAPITAL On May 26, 2015, the Partnership received a $350.0 million capital contribution from Monster Partners LP, an entity jointly owned by affiliates of Kohlberg, Kravis Roberts & Co. L.P. (“KKR”) and Anchor Equity Partners (Asia) Limited (“Anchor”), in exchange for 70,000,000 Class A units of the Partnership. On May 27, 2015, a wholly-owned subsidiary of Groupon transferred all of the issued and outstanding share capital of LSK, the holding company of Ticket Monster, to the Partnership in exchange for 64,000,000 Class B units of the Partnership and $285.0 million in cash consideration. Subsequently, an entity affiliated with Mr. Daniel Shin, the founder and current chief executive officer of Ticket Monster, contributed an additional $10.0 million in cash consideration to the Partnership in exchange for 2,000,000 Class A units of the Partnership. The Partnership is authorized to issue 20,321,839 Class C units to its management that will be subject to vesting conditions. No Class C units were issued or granted during the period from May 27, 2015 through December 31, 2015. Under the terms of the Partnership's amended and restated agreement of limited partnership, its general partner, Monster Holdings GP LLC, established a Board of Directors (the "Board") and irrevocably assigned the rights to carry out any and all of the objectives and purposes of the Partnership to the Board. The general partner is not entitled to receive any distributions. Holders of Class A units of the Partnership are entitled to a $486.0 million liquidation preference, which must be paid prior to any distributions to the holders of Class B and Class C units. All distributions in excess of $486.0 million and up to $680.0 million will be paid to holders of Class B units. Distributions in excess of $680.0 million and up to $703.0 million will be paid to holders of any outstanding Class C units. Unit holders will be entitled to share in distributions between $703.0 million and $1,116.0 million in accordance with the terms of the Partnership's distribution waterfall, and distributions in excess of $1,116.0 million will be made pro rata to all unit holders based on their respective ownership interests. Due to the Class A unit liquidation preference, the Partnership's net loss for the period from May 27, 2015 through December 31, 2015 has been allocated to the Class B units in the accompanying consolidated statement of changes in partners' capital. Holders of Class A and Class B units are entitled to one vote per unit and vote together as a single class. Holders of Class C units will not be entitled to any voting rights. |
MH Income Taxes (Notes)
MH Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The components of pretax income (loss) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ (122,333 ) $ (100,445 ) $ (20,057 ) International (63,537 ) (7,871 ) 17,308 Income (loss) before provision (benefit) for income taxes $ (185,870 ) $ (108,316 ) $ (2,749 ) The provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Continuing Operations $ (2,547 ) $ (19,145 ) $ 15,724 Discontinued Operations — 48,028 — Total $ (2,547 ) $ 28,883 $ 15,724 The pretax income from discontinued operations, including the pretax gain resulting from the sale of a controlling stake in Ticket Monster, was considered for purposes of allocating tax benefits to the loss from continuing operations for the year ended December 31, 2015. The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2016 , 2015 and 2014 consisted of the following components (in thousands): Year Ended December 31, 2016 2015 2014 Current taxes: U.S. federal $ (1,093 ) $ (23,913 ) $ (3,518 ) State 912 (2,613 ) 69 International 8,255 16,366 30,297 Total current taxes 8,074 (10,160 ) 26,848 Deferred taxes: U.S. federal (4,262 ) (8,936 ) (5,132 ) State (11 ) 4,324 (742 ) International (6,348 ) (4,373 ) (5,250 ) Total deferred taxes (10,621 ) (8,985 ) (11,124 ) Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 U.S. federal income tax provision (benefit) at statutory rate $ (65,055 ) $ (37,911 ) $ (962 ) Foreign income and losses taxed at different rates (1) 11,256 3,226 (5,416 ) State income taxes, net of federal benefits, and state tax credits (4,694 ) (16,382 ) (12,851 ) Change in valuation allowances 16,184 48,215 19,094 Effect of foreign and state rate changes on deferred items 7,135 (117 ) 178 Tax effects of intercompany transactions 853 12,448 25,081 Adjustments related to uncertain tax positions (4,899 ) (14,877 ) (12,334 ) Non-deductible stock-based compensation expense 7,291 5,408 4,256 Tax shortfalls, net of excess tax benefits, on stock-based compensation awards (2) 12,585 — — Non-deductible (or non-taxable) change in fair value of investment 4,484 (334 ) — Federal research and development credits (8,547 ) (14,636 ) (4,430 ) Taxable forgiveness of intercompany liabilities 15,187 — — Deductions for investments in subsidiaries that have ceased operations (645 ) (4,924 ) — Non-taxable gains on business dispositions (3,481 ) (5,070 ) — Non-deductible or non-taxable items 9,799 5,809 3,108 Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 (1) Tax rates in foreign jurisdictions are generally lower than the U.S. federal statutory rate. This results in a decrease to the benefit for income taxes in this rate reconciliation for the years ended December 31, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in those foreign jurisdictions. (2) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. See Note 2, Summary of Significant Accounting Policies , for more information about ASU 2016-09. The deferred income tax assets and liabilities consisted of the following components as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Deferred tax assets: Accrued expenses and other liabilities $ 50,723 $ 52,250 Stock-based compensation 7,320 8,328 Net operating loss and tax credit carryforwards 219,584 207,581 Intangible assets, net 11,833 17,758 Investments 1,080 — Unrealized foreign currency exchange losses 9,922 7,761 Other 1,155 2,080 Total deferred tax assets 301,617 295,758 Less valuation allowances (248,270 ) (230,288 ) Deferred tax assets, net of valuation allowance 53,347 65,470 Deferred tax liabilities: Investments — (13,782 ) Prepaid expenses and other assets (10,402 ) (1,881 ) Property, equipment and software, net (22,397 ) (29,664 ) Convertible senior notes (4,529 ) — Deferred revenue (15,003 ) (25,301 ) Total deferred tax liabilities (52,331 ) (70,628 ) Net deferred tax asset (liability) $ 1,016 $ (5,158 ) The Company has incurred significant losses in recent periods and had an accumulated deficit of $1,099.0 million as of December 31, 2016. As a result, the Company maintained valuation allowances against its domestic deferred tax assets and substantially all of its foreign deferred tax assets as of December 31, 2016 and 2015 to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. A cumulative loss in the most recent three-year period is a significant piece of negative evidence that is difficult to overcome when assessing the realizability of deferred tax assets. Prior to 2016, the Company’s operations in the United States were in a cumulative income position over the preceding three-year period. However, due to the Company’s strategic decision in late 2015 to significantly increase marketing spend to accelerate customer growth, the Company forecasted that those operations would be in a three-year cumulative loss position by the end of 2016. Based on that forecasted cumulative three-year pretax loss and its recent financial performance, the Company recorded a valuation allowance against its net deferred tax assets in the United States as of December 31, 2015, which resulted in a $26.0 million charge to income tax expense for the year then ended. The Company had $164.1 million of federal and $893.5 million of state net operating loss carryforwards as of December 31, 2016, which will begin expiring in 2027 and 2017, respectively. As of December 31, 2016, the Company had $478.5 million of foreign net operating loss carryforwards, a significant portion of which carry forward for an indefinite period. The Company is subject to taxation in the United States, state jurisdictions and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table summarizes activity related to the Company's gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2016, 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Beginning Balance $ 79,637 $ 98,321 $ 110,305 Increases related to prior year tax positions 1,708 — 5,489 Decreases related to prior year tax positions (3,154 ) (25,702 ) (27,875 ) Increases related to current year tax positions 11,443 10,590 17,348 Decreases based on settlements with taxing authorities (3,176 ) — — Decreases due to lapse of statute limitations (4,906 ) — — Foreign currency translation (1,471 ) (3,572 ) (6,946 ) Ending Balance $ 80,081 $ 79,637 $ 98,321 The total amount of unrecognized tax benefits as of December 31, 2016, 2015 and 2014 that, if recognized, would affect the effective tax rate are $34.5 million , $40.8 million and $72.3 million , respectively. The Company recognized $1.2 million , $0.1 million and $1.1 million of interest and penalties within "Provision for income taxes" on its consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014, respectively. Total accrued interest and penalties as of December 31, 2016 and 2015 were $4.6 million and $5.8 million , respectively, and are included within "Other non-current liabilities" in the consolidated balance sheets. The Company is currently under IRS audit for the 2013 and 2014 tax years. Additionally, the Company is currently under audit by several foreign jurisdictions. It is likely that the examination phase of some of these audits will conclude in the next 12 months. There are many factors, including factors outside of the Company's control, which influence the progress and completion of these audits. The Company recognized income tax benefits of $8.4 million , $25.6 million and $24.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, as a result of new information that impacted its estimates of the amounts that are more-likely-than not of being realized upon settlement of the related tax positions and due to expirations of the applicable statutes of limitations. As of December 31, 2016, the Company believes that it is reasonably possible that additional changes of up to $36.6 million in unrecognized tax benefits may occur within the next 12 months upon closing of income tax audits or the expiration of applicable statutes of limitations. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2016, no provision has been made for U.S. income taxes and foreign withholding taxes related to the undistributed earnings of the Company's foreign subsidiaries of approximately $241.9 million , because those undistributed earnings are indefinitely reinvested outside the United States. The actual U.S. tax cost would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized U.S. deferred tax liability related to the undistributed earnings of the Company's foreign subsidiaries is not practical due to the complexities associated with the calculation. INCOME TAXES Domestic and foreign components of loss from operations before income taxes are presented below: (in thousands) Period from May 27, 2015 through December 31, 2015 Earnings before income taxes - U.S. $ 196 Loss before income taxes - Korea (108,115 ) Total loss before income taxes $ (107,919 ) For U.S. Federal income tax purposes, the Partnership is a pass-through entity and all applicable U.S. income taxes are the responsibility of the partners. However, its subsidiaries are subject to income taxes in the Republic of Korea. The provision for income taxes in the Republic of Korea consists of the following: (in thousands) Period from May 27, 2015 through December 31, 2015 Current income tax provision (benefit) $ — Deferred income tax provision (benefit) — Total provision (benefit) for income taxes $ — The items accounting for differences between the income tax provision or benefit computed at the applicable Korean statutory rate of 11% and the provision for income taxes for the period from May 27, 2015 through December 31, 2015 are as follows: (in thousands) Period from May 27, 2015 through December 31, 2015 Income tax benefit at statutory rate $ (11,871 ) Change in valuation allowance 11,834 Other 37 Total provision (benefit) for income taxes $ — Deferred income tax assets and liabilities of the Partnership's Korean subsidiaries, which include net operating losses generated prior to the Partnership's acquisition of those subsidiaries, consisted of the following: (in thousands) December 31, 2015 Deferred tax assets: Accrued expenses and other liabilities $ 2,323 Net operating loss and tax credit carryforwards 30,183 Property, equipment and software, net 120 Other 26 Total deferred tax assets 32,652 Less valuation allowances (20,319 ) Deferred tax assets, net of valuation allowance 12,333 Deferred tax liabilities: Intangible assets, net 12,256 Other 77 Deferred tax liabilities 12,333 Net deferred tax asset (liability) $ — Significant judgment is required in determining the provision for income taxes and recording the related income tax assets and liabilities. The Partnership recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Partnership has recognized valuation allowances to reduce its deferred tax assets to amounts that are realizable through future reversals of existing taxable temporary differences. The Partnership is subject to income tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete. Neither the Partnership nor any of its subsidiaries is currently under audit in any jurisdiction. The years 2013 to 2015 remain open for examination by the tax authorities in the Republic of Korea. There are no uncertain tax positions recorded at December 31, 2015 and there were no interest or penalties recognized related to uncertain tax positions for the period from May 27, 2015 through December 31, 2015. As of December 31, 2015, the Partnership's Korean subsidiaries had $274.4 million of net operating loss carryforwards, which begin expiring in 2021. |
MH Related Party (Notes)
MH Related Party (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTION On December 28, 2016, the Company entered into a sublease, subject to landlord consents, for portions of its office space in Chicago, Illinois to Uptake, Inc. ("Uptake"), a Lightbank LLC ("Lightbank") portfolio company. Brad Keywell, one of the Company's directors, is the chief executive officer of Uptake. Eric Lefkofsky, the Company's Chairman of the Board, and Mr. Keywell co-founded Lightbank, a private investment firm specializing in information technology companies. They are the majority shareholders of Lightbank, and Mr. Keywell is managing director of Lightbank. The sublease was negotiated on an arm’s-length basis and is a market rate transaction on terms that the Company believes are no less favorable than would have been reached with an unrelated third party. The sublease extends through January 31, 2026 and the sublease rentals over that term total approximately $17.9 million . Pursuant to the Company’s related party transaction policy, the Company’s Audit Committee approved the Company entering into the sublease. RELATED PARTY TRANSACTIONS Certain Ticket Monster employees continue to vest in share-based awards granted by Groupon as a result of their employment with Ticket Monster. These restricted stock units are remeasured to fair value each reporting period. The Partnership has recorded $0.3 million of compensation expense within "Selling, general and administrative expenses" on the consolidated statement of operations as a result of that arrangement. As of December 31, 2015, 377,256 Groupon restricted stock units are outstanding, which will result in approximately $1.2 million of future compensation expense based on the fair value of the unvested awards at that date and is expected to be recognized over a remaining weighted average period of 1.7 years. The Partnership has entered into an arrangement to receive advisory services from KKR and Anchor. Under that arrangement, which is cancelable only with the consent of the counterparties, the Partnership will incur advisory costs of approximately $1.5 million per year. The Partnership incurred $0.9 million of advisory costs under this arrangement for the period from May 27, 2015 through December 31, 2015, which are included within "Selling, general and administrative" in the accompanying consolidated statement of operations. There were $0.6 million of amounts due to the counterparties under this arrangement as of December 31, 2015, which are included within “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet. During 2015, Groupon sold 2,529,998 Class B units for $4.8 million to an entity affiliated with Mr. Daniel Shin and other employees of Ticket Monster. |
MH Sub Events (Notes)
MH Sub Events (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS On January 4, 2016, the Partnership granted 20,321,839 Class C restricted units to employees of Ticket Monster. Those Class C restricted units had a total grant date fair value of approximately $23.8 million , are subject to time-based vesting conditions and, for a portion of the Class C units, a performance-based vesting condition. On March 22, 2016, the Partnership's wholly-owned subsidiary LSK was merged into its wholly-owned subsidiary Ticket Monster. This merger of consolidated subsidiaries has no impact on the consolidated financial statements. The Partnership has evaluated subsequent events from the balance sheet date through March 30, 2016, the date at which the consolidated financial statements were available to be issued, and determined that there are no other items to disclose. |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the consolidated financial statements as "Noncontrolling interests." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the cost method, the fair value option or as available-for-sale securities, as appropriate. Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Partnership's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and include the assets, liabilities, revenue and expenses of all subsidiaries over which the Partnership exercises control. |
New Accounting Standards | Adoption of New Accounting Standards The Company adopted the guidance in Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , as of December 31, 2016. This ASU requires management to assess a company's ability to continue as a going concern and to provide related disclosures in certain circumstances. Based on the results of the Company's analysis, no additional disclosures were required. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Partnership is still assessing the impact of ASU 2014-09 on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides guidance to customers about whether a cloud computing arrangement contains a software license. The ASU is effective for annual reporting periods, beginning after December 15, 2015 and interim periods within those annual periods. While the Partnership is still assessing the impact of ASU 2015-04, it does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory . This ASU requires inventory to be measured at the lower of cost or net realizable value, rather than the lower of cost or market. The ASU is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. While the Partnership is still assessing the impact of ASU 2015-11, it does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The ASU will require lessees to recognize assets and liabilities arising from leases, including operating leases, to be recognized on the balance sheet. The ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. The Partnership is still assessing the impact of adoption on its consolidated financial statements. There are no other accounting standards that have been issued but not yet adopted that the Partnership believes could have a material impact on its consolidated financial position or results of operations. |
Reclassifications | Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, investments, customer refunds, contingent liabilities and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, income taxes, valuation of acquired goodwill and intangible assets, customer refunds, contingent liabilities and the useful lives of property and equipment and intangible assets. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and Cash Equivalents The Partnership considers all highly-liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Company's credit card and other payment processors for cleared transactions. The carrying amount of the Company's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Partnership's credit card and other payment processors for cleared transactions. The carrying amount of the Partnership's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. |
Inventory, Policy [Policy Text Block] | Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out ("FIFO") method of accounting and are valued at the lower of cost or market value. The Company writes down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the weighted average cost method of accounting and are valued at the lower of cost or market value. The Partnership writes down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Partnership , additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. |
Restricted Cash | Restricted Cash Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to contractual arrangements with certain financial institutions. The Company had $5.8 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2016 . The Company had $4.7 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2015 . Restricted Cash Restricted cash primarily represents amounts that the Partnership is unable to access for operational purposes pursuant to contractual arrangements with certain financial institutions. The Partnership had $16.4 million of restricted cash recorded within "Prepaid expenses and other current assets" as of December 31, 2015. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost and assets under capital leases are stated at the present value of minimum lease payments. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer hardware and office equipment, five to ten years for furniture and fixtures and warehouse equipment and the shorter of the term of the lease or the asset’s useful life for leasehold improvements and assets under capital leases. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer equipment, office furniture and equipment, software and the shorter of the term of the lease or the asset's useful life for leasehold improvements. |
Internal-Use Software | Internal-Use Software The Company incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within "Property, equipment and software, net" on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the estimated useful lives of the assets of two years. Internal-Use Software The Partnership incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within "Property, equipment and software, net" on the consolidated balance sheet. Amortization of internal-use software is recorded on a straight-line basis over the estimated useful lives of three years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and software and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For reporting units with a negative book value (i.e., excess of liabilities over assets), the Company evaluates qualitative factors to determine whether it is necessary to perform the second step of the goodwill impairment test. Goodwill Goodwill is allocated to the Partnership's sole reporting unit at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting unit, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Partnership evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Partnership has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Partnership determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Partnership determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Partnership does not elect the option to perform an initial qualitative assessment, the Partnership performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. |
Investments | Investments Investments in nonmarketable equity shares with no redemption provisions that are not common stock or in-substance common stock or for which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and are classified within "Investments" on the consolidated balance sheets. Under the cost method of accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments. Investments in common stock or in-substance common stock for which the Company has the ability to exercise significant influence are accounted for under the equity method, except where the Company has made an irrevocable election to account for the investments at fair value. These investments are classified within "Investments" on the consolidated balance sheets. The Company's proportionate share of income or loss on equity method investments and changes in the fair values of investments for which the fair value option has been elected are presented within "Other income (expense), net" on the consolidated statements of operations. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within "Investments" on the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within "Accumulated other comprehensive income (loss)" on the consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within "Other income (expense), net" on the consolidated statements of operations. |
Other-than-Temporary Impairment of Investments | Other-than-Temporary Impairment of Investments An unrealized loss exists when the current fair value of an investment is less than its cost basis. The Company conducts reviews of its investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. This evaluation, which is performed at the individual investment level, considers qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company's intent and ability to hold the investment for a period of time that is sufficient to allow for an anticipated recovery in value. Evidence considered in this evaluation includes the amount of the impairment, the length of time that the investment has been impaired, the factors contributing to the impairment, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company's strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery in value. Additionally, the Company considers whether it intends to sell the investment or whether it is more likely than not that it will be required to sell the investment before recovery of its amortized cost basis. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are not recorded for cost method investments and equity method investments, while such losses are recorded, net of tax, in accumulated other comprehensive income (loss) for available-for-sale securities. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company regularly reviews deferred tax assets to assess whether it is more-likely-than-not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more-likely-than-not that deferred tax assets will be realized, the Company considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 14, Income Taxes , for further information about the Company's valuation allowance assessments. The Company is subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, the Company's effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, or by changes in the relevant laws, regulations, principles and interpretations. The Company accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Income Taxes For U.S. Federal income tax purposes, the Partnership is a pass-through entity and all applicable U.S. income taxes are the responsibility of the partners. However, its subsidiaries are subject to income taxes in the Republic of Korea. The Partnership accounts for income taxes of its Korean subsidiaries using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Partnership regularly reviews deferred tax assets to assess whether it is more-likely-than-not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more-likely-than-not that deferred tax assets will be realized, the Partnership considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 10, " Income Taxes ," for further information about the Partnership's valuation allowance assessments. The Partnership accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Partnership adopted the guidance in Accounting Standards Update ("ASU") 2015-17, Balance Sheet Classification of Deferred Taxes , for the period ended December 31, 2015. The guidance requires entities to present all deferred income tax assets and liabilities as non-current on the balance sheet. |
Lease and Asset Retirement Obligations | Lease and Asset Retirement Obligations The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within "Selling, general and administrative" on the consolidated statements of operations. Minimum lease payments made under capital leases are apportioned between interest expense, which is presented within "Other income (expense), net" on the consolidated statements of operations, and a reduction of the related capital lease obligations, which are classified within "Accrued expenses and other current liabilities" and "Non-current liabilities" on the consolidated balance sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within "Selling, general and administrative" on the consolidated statements of operations. Leases The Partnership classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Partnership recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within "Selling, general and administrative expenses" on the consolidated statement of operations. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. Third-party revenue The Company generates third-party revenue from transactions in which it acts as a marketing agent, primarily by selling vouchers ("Groupons") through its online local commerce marketplaces that can be redeemed for goods or services with third-party merchants. The Company's marketplaces include three primary categories of offerings: Local, Goods and Travel. Third-party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant. Revenue is presented on a net basis because the Company is acting as a marketing agent of the merchant in those transactions. Third-party revenue is recognized when the customer purchases a voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Company's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Company's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. For a portion of the hotel offerings available through the Company's online local marketplaces, customers make room reservations directly through its websites. Such reservations are generally cancelable at any time prior to check-in and the Company defers the revenue on those transactions until the customer's stay commences. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Company retains all of the gross billings. The Company recognizes incremental revenue from unredeemed vouchers and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Company believes is shortly after deal expiration in most jurisdictions that have payment arrangements structured under a redemption model. Direct revenue The Company generates direct revenue from selling merchandise inventory through its Goods category in transactions for which it is the merchant of record. Direct revenue is reported on a gross basis as the purchase price received from the customer. The Company is the primary obligor in those transactions, is subject to general inventory risk and has latitude in establishing prices. For Goods transactions in which the Company acts as a marketing agent of a third-party merchant, revenue is recorded on a net basis and is presented within third-party revenue. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Other revenue Commission revenue is earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. The Company recognizes that commission revenue in the period when the underlying transactions are completed. Advertising revenue is recognized when the advertiser's logo or website link has been included on the Company's websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Refunds Estimated refunds are recorded as a reduction of revenue, except for refunds on third-party revenue transactions for which the merchant’s share is not recoverable, which are presented as a cost of revenue. The liability for estimated refunds is included within "Accrued expenses and other current liabilities" on the consolidated balance sheets. The Company estimates future refunds utilizing a statistical model that incorporates historical refund experience, including the relative risk of refunds based on transaction value and deal category. The portion of customer refunds for which the merchant's share is not recoverable on third-party revenue deals is estimated based on the refunds that are expected to be issued after expiration of the related vouchers, the refunds that are expected to be issued due to merchant bankruptcies or poor customer experience and whether the payment terms of the related merchant contracts are structured using a redemption payment model or a fixed payment model. The Company assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Company's refund policies or general economic conditions, may cause future refunds to differ from its initial estimates. If actual results are not consistent with the estimates or assumptions stated above, the Company may need to change its future estimates, and the effects could be material to the consolidated financial statements. Discounts The Company provides discount offers to encourage purchases of goods and services through its marketplaces. The Company records discounts as a reduction of revenue. Sales and related taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Revenue Recognition The Partnership recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. Third party revenue recognition The Partnership generates third party revenue, where it acts as a marketing agent, by selling vouchers through its online local commerce marketplaces that can be redeemed for goods or services with third party merchants. For transactions involving the sale of vouchers, the revenue recognition criteria are met when the customer purchases the voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Partnership's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Partnership's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. Third party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant, excluding applicable taxes and net of estimated refunds for which the merchant's share is recoverable. Revenue is presented on a net basis because the Partnership is acting as a marketing agent of the merchant in the transaction. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Partnership retains the entire voucher purchase price. The Partnership recognizes incremental revenue and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Partnership believes is shortly after deal expiration. Direct revenue recognition The Partnership evaluates whether it is appropriate to record the gross amount of sales and related costs by considering a number of factors, including, among other things, whether the Partnership is the primary obligor under the arrangement, has inventory risk and has latitude in establishing prices. Direct revenue of the Partnership is derived primarily from selling merchandise inventory in transactions for which it is the merchant of record. The Partnership is the primary obligor in these transactions, is subject to general inventory risk and has latitude in establishing prices. Accordingly, direct revenue is presented on a gross basis, excluding applicable taxes and net of estimated refunds. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. For merchandise inventory transactions in which the Partnership acts as a marketing agent of a third party merchant, revenue is recorded on a net basis and is presented within third party revenue. The Partnership is generally not responsible for fulfillment on third party revenue transactions involving merchandise inventory and revenue is recognized when the Partnership's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. Other revenue recognition The Partnership's other revenues are derived primarily from advertising arrangements with third parties. Revenue from advertising sales is recognized as advertising services are provided to the Partnership's customers. Discounts The Partnership provides discount offers to encourage purchases of goods and services through its marketplaces. The Partnership records discounts as a reduction of revenue. |
Cost of Sales, Policy [Policy Text Block] | Cost of revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Company's fulfillment center. For third-party revenue transactions, cost of revenue includes estimated refunds for which the merchant's share is not recoverable. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of the Company's websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees, are attributed to cost of third-party revenue, direct revenue and other revenue in proportion to gross billings during the period. Cost of revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Partnership's fulfillment center. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, certain technology costs, web hosting and other processing fees, are attributed to cost of third party revenue, direct revenue and other revenue in proportion to gross billings during the period. Technology costs within cost of revenue consist of compensation expense related to technology support personnel who are responsible for operating and maintaining the infrastructure of the Partnership's websites. |
Customer Credits Policy [Policy Text Block] | Customer Credits The Company issues credits to its customers that can be applied against future purchases through its online local marketplaces for certain qualifying acts, such as referring new customers, and also to satisfy refund requests. The Company has recorded its customer credit obligations within "Accrued expenses and other current liabilities" on the consolidated balance sheets (Note 8, Supplemental Consolidated Balance Sheet and Statements of Operations Information ). Customer credit obligations incurred for new customer referrals or other qualifying acts are expensed as incurred and are classified within "Marketing" on the consolidated statements of operations. Customer credits issued to satisfy refund requests are applied as a reduction to the refunds reserve. Customer Credits The Partnership issues credits to its customers that can be applied against future purchases through its online local marketplaces for certain qualifying acts, such as referring new customers. The Partnership has recorded its customer credit obligations within "Accrued expenses and other current liabilities" on the consolidated balance sheet (Note 6, "Accrued Expenses and Other Current Liabilities" ). Customer credit obligations incurred for new customer referrals or other qualifying acts are expensed as incurred and are classified within "Marketing" on the consolidated statement of operations. |
Share-based Compensation | Stock-Based Compensation The Company measures stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. The Company presents stock-based compensation expense within the consolidated statements of operations based on the classification of the respective employees' cash compensation. See Note 12, Compensation Arrangements . |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Balance sheet accounts of the Company's operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within "Accumulated other comprehensive income" on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within "Other income (expense), net" on the consolidated statements of operations. Foreign Currency Balance sheet accounts of the Partnership's operations outside of the U.S. are translated from foreign currencies into U.S. dollars at the exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments are included within "Accumulated other comprehensive loss" on the consolidated balance sheet. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity's functional currency are included within "Other income, net" on the consolidated statement of operations. The gains associated with foreign currency transactions were $3.1 million for the period from May 27, 2015 through December 31, 2015. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Gross versus Net) , which is effective upon adoption of ASU 2014-09. This ASU clarifies the implementation guidance in ASU 2014-09 on principal versus agent considerations. These ASUs are effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. For merchant payment arrangements that are structured under a redemption model, the Company expects that it will be required to estimate the incremental revenue from vouchers that will not ultimately be redeemed and recognize that amount as revenue at the time of sale under ASU 2014-09, rather than when its legal obligation expires. The potential impact of that change could increase or decrease the Company's revenue in any given period as compared to its current policy depending on the relative amounts of the estimated incremental revenue from unredeemed vouchers on current transactions as compared to the actual incremental revenue from vouchers that expire unredeemed in that period. The Company is still evaluating these ASUs for other potential impacts on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory . This ASU requires inventory to be measured at the lower of cost or net realizable value, rather than the lower of cost or market. The ASU is effective for annual reporting periods beginning after December 31, 2016 and interim periods within those annual periods. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU requires equity securities to be measured at fair value with changes in fair value recognized through net income and will eliminate the cost method for equity securities without readily determinable fair values. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The impact of the ASU on the Company's cost method investments will depend on changes in their fair values in periods after the adoption date. While the Company is still assessing the impact of ASU 2016-01, it does not expect that the adoption of this guidance will otherwise have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The ASU will require lessees to recognize assets and liabilities arising from leases, including operating leases, to be recognized on the balance sheet. The ASU is effective for annual reporting periods beginning after December 31, 2018 and interim periods within those annual periods. The Company is still assessing the impact of ASU 2016-02. See Note 10, Commitments and Contingencies , for information about the Company's lease commitments. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (Topic 740) . This ASU requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. $3.0 million as of that date. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash . This ASU requires that companies include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. While the Company is still assessing the impact of ASU 2016-18, it does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. While the Company is still assessing the impact of ASU 2017-04, it does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. There are no other accounting standards that have been issued but not yet adopted that the Company believes could have a material impact on its consolidated financial position or results of operations. |
MH Accounting Policies (Policie
MH Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Partnership's financial assets and liabilities include restricted cash, prepaid expenses and other current assets, accounts receivable, accounts payable, accrued merchant and supplier payables, accrued expenses and other current liabilities. The carrying values of these assets and liabilities approximate their fair values due to their short-term nature. The Partnership had no non-recurring fair value measurements after initial recognition and no recurring fair value measurements for the period from May 27, 2015 through December 31, 2015. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Balance sheet accounts of the Company's operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within "Accumulated other comprehensive income" on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within "Other income (expense), net" on the consolidated statements of operations. Foreign Currency Balance sheet accounts of the Partnership's operations outside of the U.S. are translated from foreign currencies into U.S. dollars at the exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments are included within "Accumulated other comprehensive loss" on the consolidated balance sheet. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity's functional currency are included within "Other income, net" on the consolidated statement of operations. The gains associated with foreign currency transactions were $3.1 million for the period from May 27, 2015 through December 31, 2015. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost and assets under capital leases are stated at the present value of minimum lease payments. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer hardware and office equipment, five to ten years for furniture and fixtures and warehouse equipment and the shorter of the term of the lease or the asset’s useful life for leasehold improvements and assets under capital leases. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three years for computer equipment, office furniture and equipment, software and the shorter of the term of the lease or the asset's useful life for leasehold improvements. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control and variable interest entities for which the Company has determined that it is the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the consolidated financial statements as "Noncontrolling interests." Equity investments in entities in which the Company does not have a controlling financial interest are accounted for under the equity method, the cost method, the fair value option or as available-for-sale securities, as appropriate. Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Partnership's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and include the assets, liabilities, revenue and expenses of all subsidiaries over which the Partnership exercises control. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, investments, customer refunds, contingent liabilities and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are utilized for, but not limited to, income taxes, valuation of acquired goodwill and intangible assets, customer refunds, contingent liabilities and the useful lives of property and equipment and intangible assets. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and Cash Equivalents The Partnership considers all highly-liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Company's credit card and other payment processors for cleared transactions. The carrying amount of the Company's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Accounts Receivable, Net Accounts receivable primarily represents the net cash due from the Partnership's credit card and other payment processors for cleared transactions. The carrying amount of the Partnership's receivables is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. |
Inventory, Policy [Policy Text Block] | Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out ("FIFO") method of accounting and are valued at the lower of cost or market value. The Company writes down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the weighted average cost method of accounting and are valued at the lower of cost or market value. The Partnership writes down its inventory to the lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Partnership , additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. |
Restricted Cash | Restricted Cash Restricted cash primarily represents amounts that the Company is unable to access for operational purposes pursuant to contractual arrangements with certain financial institutions. The Company had $5.8 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2016 . The Company had $4.7 million and $6.2 million of restricted cash recorded within "Prepaid expenses and other current assets" and "Other non-currents assets," respectively, as of December 31, 2015 . Restricted Cash Restricted cash primarily represents amounts that the Partnership is unable to access for operational purposes pursuant to contractual arrangements with certain financial institutions. The Partnership had $16.4 million of restricted cash recorded within "Prepaid expenses and other current assets" as of December 31, 2015. |
Internal Use Software, Policy [Policy Text Block] | Internal-Use Software The Company incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within "Property, equipment and software, net" on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the estimated useful lives of the assets of two years. Internal-Use Software The Partnership incurs costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within "Property, equipment and software, net" on the consolidated balance sheet. Amortization of internal-use software is recorded on a straight-line basis over the estimated useful lives of three years. |
Property, Plant and Equipment, Impairment [Policy Text Block] | Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for possible impairment, the Partnership first compares the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is allocated to the Company's reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company evaluates goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For reporting units with a negative book value (i.e., excess of liabilities over assets), the Company evaluates qualitative factors to determine whether it is necessary to perform the second step of the goodwill impairment test. Goodwill Goodwill is allocated to the Partnership's sole reporting unit at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting unit, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Partnership evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Partnership has the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Partnership determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the two-step goodwill impairment test is not required to be performed. If the Partnership determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or if the Partnership does not elect the option to perform an initial qualitative assessment, the Partnership performs the two-step goodwill impairment test. In the first step, the fair value of the reporting unit is compared to its book value including goodwill. If the fair value of the reporting unit is in excess of its book value, the related goodwill is not impaired and no further analysis is necessary. If the fair value of the reporting unit is less than its book value, there is an indication of potential impairment and a second step is performed. When required, the second step of testing involves calculating the implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of its net assets, including identifiable intangible assets, as if the reporting unit had been acquired. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Company regularly reviews deferred tax assets to assess whether it is more-likely-than-not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more-likely-than-not that deferred tax assets will be realized, the Company considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 14, Income Taxes , for further information about the Company's valuation allowance assessments. The Company is subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, the Company's effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, or by changes in the relevant laws, regulations, principles and interpretations. The Company accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Income Taxes For U.S. Federal income tax purposes, the Partnership is a pass-through entity and all applicable U.S. income taxes are the responsibility of the partners. However, its subsidiaries are subject to income taxes in the Republic of Korea. The Partnership accounts for income taxes of its Korean subsidiaries using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. The Partnership regularly reviews deferred tax assets to assess whether it is more-likely-than-not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more-likely-than-not that deferred tax assets will be realized, the Partnership considers the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 10, " Income Taxes ," for further information about the Partnership's valuation allowance assessments. The Partnership accounts for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Partnership adopted the guidance in Accounting Standards Update ("ASU") 2015-17, Balance Sheet Classification of Deferred Taxes , for the period ended December 31, 2015. The guidance requires entities to present all deferred income tax assets and liabilities as non-current on the balance sheet. |
Lease, Policy [Policy Text Block] | Lease and Asset Retirement Obligations The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within "Selling, general and administrative" on the consolidated statements of operations. Minimum lease payments made under capital leases are apportioned between interest expense, which is presented within "Other income (expense), net" on the consolidated statements of operations, and a reduction of the related capital lease obligations, which are classified within "Accrued expenses and other current liabilities" and "Non-current liabilities" on the consolidated balance sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within "Selling, general and administrative" on the consolidated statements of operations. Leases The Partnership classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Partnership recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations is primarily classified within "Selling, general and administrative expenses" on the consolidated statement of operations. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collection is reasonably assured. Third-party revenue The Company generates third-party revenue from transactions in which it acts as a marketing agent, primarily by selling vouchers ("Groupons") through its online local commerce marketplaces that can be redeemed for goods or services with third-party merchants. The Company's marketplaces include three primary categories of offerings: Local, Goods and Travel. Third-party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant. Revenue is presented on a net basis because the Company is acting as a marketing agent of the merchant in those transactions. Third-party revenue is recognized when the customer purchases a voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Company's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Company's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. For a portion of the hotel offerings available through the Company's online local marketplaces, customers make room reservations directly through its websites. Such reservations are generally cancelable at any time prior to check-in and the Company defers the revenue on those transactions until the customer's stay commences. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Company retains all of the gross billings. The Company recognizes incremental revenue from unredeemed vouchers and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Company believes is shortly after deal expiration in most jurisdictions that have payment arrangements structured under a redemption model. Direct revenue The Company generates direct revenue from selling merchandise inventory through its Goods category in transactions for which it is the merchant of record. Direct revenue is reported on a gross basis as the purchase price received from the customer. The Company is the primary obligor in those transactions, is subject to general inventory risk and has latitude in establishing prices. For Goods transactions in which the Company acts as a marketing agent of a third-party merchant, revenue is recorded on a net basis and is presented within third-party revenue. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. Other revenue Commission revenue is earned when customers make purchases with retailers using digital coupons accessed through the Company's websites and mobile applications. The Company recognizes that commission revenue in the period when the underlying transactions are completed. Advertising revenue is recognized when the advertiser's logo or website link has been included on the Company's websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Refunds Estimated refunds are recorded as a reduction of revenue, except for refunds on third-party revenue transactions for which the merchant’s share is not recoverable, which are presented as a cost of revenue. The liability for estimated refunds is included within "Accrued expenses and other current liabilities" on the consolidated balance sheets. The Company estimates future refunds utilizing a statistical model that incorporates historical refund experience, including the relative risk of refunds based on transaction value and deal category. The portion of customer refunds for which the merchant's share is not recoverable on third-party revenue deals is estimated based on the refunds that are expected to be issued after expiration of the related vouchers, the refunds that are expected to be issued due to merchant bankruptcies or poor customer experience and whether the payment terms of the related merchant contracts are structured using a redemption payment model or a fixed payment model. The Company assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Company's refund policies or general economic conditions, may cause future refunds to differ from its initial estimates. If actual results are not consistent with the estimates or assumptions stated above, the Company may need to change its future estimates, and the effects could be material to the consolidated financial statements. Discounts The Company provides discount offers to encourage purchases of goods and services through its marketplaces. The Company records discounts as a reduction of revenue. Sales and related taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Revenue Recognition The Partnership recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. Third party revenue recognition The Partnership generates third party revenue, where it acts as a marketing agent, by selling vouchers through its online local commerce marketplaces that can be redeemed for goods or services with third party merchants. For transactions involving the sale of vouchers, the revenue recognition criteria are met when the customer purchases the voucher, the voucher has been electronically delivered to the purchaser and a listing of vouchers sold has been made available to the merchant. At that time, the Partnership's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. The Partnership's remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on its website information about vouchers sold that was previously provided to the merchant, are inconsequential and perfunctory administrative activities. Third party revenue is reported on a net basis as the purchase price received from the customer for the voucher less the portion of the purchase price that is payable to the featured merchant, excluding applicable taxes and net of estimated refunds for which the merchant's share is recoverable. Revenue is presented on a net basis because the Partnership is acting as a marketing agent of the merchant in the transaction. For merchant payment arrangements that are structured under a redemption model, merchants are not paid until the customer redeems the voucher that has been purchased. If a customer does not redeem the voucher under this payment model, the Partnership retains the entire voucher purchase price. The Partnership recognizes incremental revenue and derecognizes the related accrued merchant payable when its legal obligation to the merchant expires, which the Partnership believes is shortly after deal expiration. Direct revenue recognition The Partnership evaluates whether it is appropriate to record the gross amount of sales and related costs by considering a number of factors, including, among other things, whether the Partnership is the primary obligor under the arrangement, has inventory risk and has latitude in establishing prices. Direct revenue of the Partnership is derived primarily from selling merchandise inventory in transactions for which it is the merchant of record. The Partnership is the primary obligor in these transactions, is subject to general inventory risk and has latitude in establishing prices. Accordingly, direct revenue is presented on a gross basis, excluding applicable taxes and net of estimated refunds. Direct revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. For merchandise inventory transactions in which the Partnership acts as a marketing agent of a third party merchant, revenue is recorded on a net basis and is presented within third party revenue. The Partnership is generally not responsible for fulfillment on third party revenue transactions involving merchandise inventory and revenue is recognized when the Partnership's obligations to the merchant, for which it is serving as a marketing agent, are substantially complete. Other revenue recognition The Partnership's other revenues are derived primarily from advertising arrangements with third parties. Revenue from advertising sales is recognized as advertising services are provided to the Partnership's customers. Discounts The Partnership provides discount offers to encourage purchases of goods and services through its marketplaces. The Partnership records discounts as a reduction of revenue. |
Cost of Sales, Policy [Policy Text Block] | Cost of revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Company's fulfillment center. For third-party revenue transactions, cost of revenue includes estimated refunds for which the merchant's share is not recoverable. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of the Company's websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees, are attributed to cost of third-party revenue, direct revenue and other revenue in proportion to gross billings during the period. Cost of revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. For direct revenue transactions, cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating the Partnership's fulfillment center. Other costs incurred to generate revenue, which include credit card processing fees, editorial costs, certain technology costs, web hosting and other processing fees, are attributed to cost of third party revenue, direct revenue and other revenue in proportion to gross billings during the period. Technology costs within cost of revenue consist of compensation expense related to technology support personnel who are responsible for operating and maintaining the infrastructure of the Partnership's websites. |
Customer Credits Policy [Policy Text Block] | Customer Credits The Company issues credits to its customers that can be applied against future purchases through its online local marketplaces for certain qualifying acts, such as referring new customers, and also to satisfy refund requests. The Company has recorded its customer credit obligations within "Accrued expenses and other current liabilities" on the consolidated balance sheets (Note 8, Supplemental Consolidated Balance Sheet and Statements of Operations Information ). Customer credit obligations incurred for new customer referrals or other qualifying acts are expensed as incurred and are classified within "Marketing" on the consolidated statements of operations. Customer credits issued to satisfy refund requests are applied as a reduction to the refunds reserve. Customer Credits The Partnership issues credits to its customers that can be applied against future purchases through its online local marketplaces for certain qualifying acts, such as referring new customers. The Partnership has recorded its customer credit obligations within "Accrued expenses and other current liabilities" on the consolidated balance sheet (Note 6, "Accrued Expenses and Other Current Liabilities" ). Customer credit obligations incurred for new customer referrals or other qualifying acts are expensed as incurred and are classified within "Marketing" on the consolidated statement of operations. |
Refunds Policy [Policy Text Block] | Refunds At the time revenue is recorded, the Partnership records an accrual for estimated refunds primarily based on the Partnership's historical experience with refunds. Refunds are recorded as a reduction of revenue. The Partnership accrues costs associated with refunds within "Accrued expenses and other current liabilities" on the consolidated balance sheet. The Partnership assesses the trends that could affect its estimates on an ongoing basis and makes adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to the Partnership's refund policies, may cause future refunds to differ from its original estimates. If actual results are not consistent with the estimates or assumptions stated above, the Partnership may need to change its future estimates, and the effects could be material to the consolidated financial statements. |
Compensation Related Costs, Policy [Policy Text Block] | Unit-Based Compensation The Partnership's Class C units have been authorized for issuance as unit-based awards to compensate its employees for future service. The Partnership measures unit‑based compensation cost at fair value, net of estimated forfeitures. Expense is recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. For the period from May 27, 2015 through December 31, 2015, the Partnership did not incur any unit-based compensation expense except for $0.3 million related to Groupon restricted stock units as discussed in Note 11, Related Party Transactions . |
New Accounting Standards | Adoption of New Accounting Standards The Company adopted the guidance in Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , as of December 31, 2016. This ASU requires management to assess a company's ability to continue as a going concern and to provide related disclosures in certain circumstances. Based on the results of the Company's analysis, no additional disclosures were required. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers . This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. The Partnership is still assessing the impact of ASU 2014-09 on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides guidance to customers about whether a cloud computing arrangement contains a software license. The ASU is effective for annual reporting periods, beginning after December 15, 2015 and interim periods within those annual periods. While the Partnership is still assessing the impact of ASU 2015-04, it does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory . This ASU requires inventory to be measured at the lower of cost or net realizable value, rather than the lower of cost or market. The ASU is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. While the Partnership is still assessing the impact of ASU 2015-11, it does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The ASU will require lessees to recognize assets and liabilities arising from leases, including operating leases, to be recognized on the balance sheet. The ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. The Partnership is still assessing the impact of adoption on its consolidated financial statements. There are no other accounting standards that have been issued but not yet adopted that the Partnership believes could have a material impact on its consolidated financial position or results of operations. |
Discontinued Operations and Oth
Discontinued Operations and Other Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Dispositions [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the major classes of line items included in income (loss) from discontinued operations, net of tax, for the years ended December 31, 2015 and 2014 (in thousands): Year Ended December 31, 2015 (1) 2014 Third-party and other revenue $ 28,145 $ 126,528 Direct revenue 39,065 23,037 Third-party and other cost of revenue (13,958 ) (38,827 ) Direct cost of revenue (38,031 ) (26,861 ) Marketing expense (8,495 ) (27,089 ) Selling, general and administrative expense (38,102 ) (102,331 ) Other income (expense), net 96 97 Loss from discontinued operations before gain on disposition and provision for income taxes (31,280 ) (45,446 ) Gain on disposition 202,158 — Provision for income taxes (48,028 ) — Income (loss) from discontinued operations, net of tax $ 122,850 $ (45,446 ) (1) The income from discontinued operations, net of tax, for the year ended December 31, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 The acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,744 Liability for purchase consideration 250 Total $ 5,994 The aggregate acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $413.6 million , which consisted of the following (in thousands): Cash $ 285,000 Issuance of 64,000,000 Class B units 128,607 Total $ 413,607 | The acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $259.4 million , which consisted of the following (in thousands): Cash $ 96,496 Issuance of 13,825,283 shares of Class A common stock 162,862 Total $ 259,358 The acquisition-date fair value of the consideration transferred for these acquisitions totaled $32.9 million , which consisted of the following (in thousands): Cash $ 17,364 Issuance of 1,429,897 shares of Class A common stock 11,110 Contingent consideration 4,388 Total $ 32,862 The fair value of the Class A common stock issued as acquisition consideration was measured based on the stock price upon closing of the related transaction on November 13, 2014. |
Schedule of Business Acquisitions, Purchase Price Allocation | The following table summarizes the allocation of the acquisition price of the other acquisitions for the year ended December 31, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Customer relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 283 Total acquisition price $ 5,994 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. The following table summarizes the assets acquired and liabilities assumed from the LivingSocial acquisition (in thousands): Cash and cash equivalents $ 15,479 Accounts receivable 3,652 Prepaid expenses and other current assets 2,399 Property, equipment and software 1,075 Goodwill 528 Intangible assets: (1) Customer relationships 16,200 Merchant relationships 2,700 Trade name 1,000 Developed technology 2,500 Other non-current assets 5,495 Total assets acquired $ 51,028 Accounts payable $ 2,184 Accrued merchant and supplier payables 18,498 Accrued expenses and other current liabilities 25,854 Other non-current liabilities 4,492 Total liabilities assumed $ 51,028 Total acquisition price $ — (1) The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. The following table summarizes the allocation of the purchase price of these other acquisitions (in thousands): Net working capital (including acquired cash of $0.2 million) $ (396 ) Goodwill 27,150 Intangible assets: (1) Customer relationships 2,555 Developed technology 3,372 Brand relationships 579 Deferred income taxes (398 ) Total acquisition price $ 32,862 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. The following table summarizes the allocation of the aggregate acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 37,516 Accounts receivable 6,813 Prepaid expenses and other current assets 18,866 Property, equipment and software 7,884 Goodwill 377,001 Intangible assets: (1) Customer relationships 58,278 Merchant relationships 23,582 Developed technology 994 Trade name 47,887 Other non-current assets 3,193 Total assets acquired $ 582,014 Accounts payable $ 9,239 Accrued merchant and supplier payables 137,167 Accrued expenses and other current liabilities 14,942 Other non-current liabilities 7,059 Total liabilities assumed $ 168,407 Total acquisition price $ 413,607 (1) The estimated useful lives of the acquired intangible assets are 7 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 12 years for trade name. | The following table summarizes the allocation of the acquisition price of the Ideel acquisition (in thousands): Cash and cash equivalents $ 79 Accounts receivable 988 Prepaid expenses and other current assets 22,081 Property, equipment and software 8,173 Goodwill 4,203 Intangible assets: (1) Customer relationships 5,490 Brand relationships 7,100 Trade name 4,500 Deferred income taxes 9,517 Total assets acquired $ 62,131 Accounts payable $ 1,640 Accrued supplier payables 4,092 Accrued expenses and other current liabilities 9,600 Deferred income taxes 348 Other non-current liabilities 3,753 Total liabilities assumed $ 19,433 Total acquisition price $ 42,698 (1) The estimated useful lives of the acquired intangible assets are 3 years for customer relationships, 5 years for brand relationships and 5 years for trade name. The following table summarizes the allocation of the acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 60,080 Intangible assets: (1) Customer relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 84,930 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses and other current liabilities 2,918 Deferred income taxes 1,715 Other non-current liabilities 21 Total liabilities assumed $ 6,576 Total acquisition price $ 78,354 (1) The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. The following table summarizes the allocation of the acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 24,768 Accounts receivable 17,732 Prepaid expenses and other current assets 829 Property, equipment and software 5,944 Goodwill 218,692 Intangible assets: (1) Customer relationships 57,022 Merchant relationships 32,176 Developed technology 571 Trade name 19,325 Deferred income taxes 1,264 Other non-current assets 3,033 Total assets acquired $ 381,356 Accounts payable $ 5,951 Accrued merchant and supplier payables 82,934 Accrued expenses and other current liabilities 26,182 Deferred income taxes 1,264 Other non-current liabilities 5,667 Total liabilities assumed $ 121,998 Total acquisition price $ 259,358 (1) The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. |
Business Acquisition, Pro Forma Information | The following pro forma information presents the combined operating results of the Company for the year ended December 31, 2015 and for the period from January 1, 2016 through October 31, 2016, as if the Company had acquired LivingSocial as of January 1, 2015 (in thousands). The underlying pro forma results include the historical financial results of the Company and this acquired business adjusted for depreciation and amortization expense associated with the assets acquired. The pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired entity. Accordingly, these pro forma results are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred as of January 1, 2015, nor are they indicative of future results of operations. Year Ended Year Ended Revenue $ 3,200,170 $ 3,264,789 Loss from continuing operations (199,895 ) (110,680 ) |
Property, Equipment and Softw45
Property, Equipment and Software, Net Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The following summarizes the Company's property, equipment and software, net (in thousands): December 31, 2016 2015 Warehouse equipment $ 4,863 $ 4,838 Furniture and fixtures 15,136 15,837 Leasehold improvements 47,115 45,543 Office equipment 3,539 3,916 Purchased software 35,951 40,029 Computer hardware (1) 200,215 185,676 Internally-developed software (2) 213,137 188,602 Total property, equipment and software, gross 519,956 484,441 Less: accumulated depreciation and amortization (348,950 ) (285,544 ) Property, equipment and software, net $ 171,006 $ 198,897 (1) Includes computer hardware acquired under capital leases of $104.3 million and $86.7 million as of December 31, 2016 and 2015 , respectively. (2) The net carrying amount of internally-developed software was $70.5 million and $69.6 million as of December 31, 2016 and 2015 , respectively. (in thousands) December 31, 2015 Purchased software $ 2,584 Office furniture and equipment 5,258 Internally-developed software 4,364 Leasehold improvements 950 Construction in progress 489 Total property, equipment and software, gross 13,645 Less: Accumulated depreciation and amortization (2,192 ) Total property, equipment and software, net $ 11,453 |
Property, Equipment and Softw46
Property, Equipment and Software, Net Depreciation and Amortization (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Depreciation, Depletion and Amortization [Abstract] | |
Property, Plant and Equipment and Intangible Asset Depreciation and Amortization | Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 2015 2014 Cost of revenue - third-party and other $ 21,277 $ 16,299 $ 9,028 Cost of revenue - direct 10,663 9,273 4,813 Selling, general and administrative 86,780 87,476 80,304 Total $ 118,720 $ 113,048 $ 94,145 The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 116,865 $ 108,973 $ 83,106 EMEA 16,822 18,834 24,849 Rest of World 3,981 5,163 7,086 Consolidated total $ 137,668 $ 132,970 $ 115,041 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the Company's goodwill activity by segment for the years ended December 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2014 $ 116,718 $ 102,179 $ 17,859 $ 236,756 Goodwill related to acquisitions 62,029 — 949 62,978 Goodwill related to disposition — — (975 ) (975 ) Foreign currency translation (1 ) (10,116 ) (1,310 ) (11,427 ) Balance as of December 31, 2015 $ 178,746 $ 92,063 $ 16,523 $ 287,332 Goodwill related to acquisitions 1,199 — — 1,199 Goodwill related to dispositions (1,260 ) — (586 ) (1,846 ) Foreign currency translation — (2,480 ) (243 ) (2,723 ) Balance as of December 31, 2016 $ 178,685 $ 89,583 $ 15,694 $ 283,962 The following table summarizes the Partnership's goodwill activity for the period from May 27, 2015 through December 31, 2015: (in thousands) Balance as of May 27, 2015 $ — Goodwill related to acquisition 377,001 Foreign currency translation (21,900 ) Balance as of December 31, 2015 $ 355,101 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following tables summarize the Company's intangible assets (in thousands): December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 67,620 $ 48,282 $ 19,338 Merchant relationships 12,103 8,563 3,540 Trade names 11,903 8,373 3,530 Developed technology 38,457 30,266 8,191 Brand relationships 7,960 4,665 3,295 Patents 17,259 14,020 3,239 Other intangible assets 6,083 4,301 1,782 Total $ 161,385 $ 118,470 $ 42,915 December 31, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 52,204 $ 43,725 $ 8,479 Merchant relationships 9,648 8,064 1,584 Trade names 11,013 7,396 3,617 Developed technology 37,103 25,436 11,667 Brand relationships 7,960 3,073 4,887 Patents 15,774 11,810 3,964 Other intangible assets 4,864 2,579 2,285 Total $ 138,566 $ 102,083 $ 36,483 The carrying amounts of definite lived intangible assets consist of the following: (in thousands) December 31, 2015 Gross Accumulated Net Carrying Value Amortization Carrying Value Customer relationships $ 54,782 $ (4,674 ) $ 50,108 Merchant relationships 22,168 (4,413 ) 17,755 Developed technology 934 (279 ) 655 Trade name 45,121 (2,240 ) 42,881 Total intangible assets $ 123,005 $ (11,606 ) $ 111,399 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2016 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Years Ended December 31, 2017 $ 20,629 2018 14,668 2019 6,566 2020 898 2021 154 Thereafter — Total $ 42,915 As of December 31, 2015, the Partnership's estimated future amortization expense related to intangible assets is as follows: (in thousands) Years Ended December 31, Amount 2016 $ 19,541 2017 19,155 2018 14,553 2019 11,577 2020 11,577 Thereafter 34,996 Total $ 111,399 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cost and Equity Method Investments | The following table summarizes the Company's investments (dollars in thousands): December 31, 2016 Percent Ownership of Voting Stock December 31, 2015 Percent Ownership of Voting Stock Available-for-sale securities Convertible debt securities $ 10,038 $ 10,116 Redeemable preferred shares 17,444 19 % to 25 % 22,834 17 % to 25 % Total available-for-sale securities 27,482 32,950 Cost method investments 31,816 1 % to 19 % 14,561 2 % to 10 % Fair value option investments 82,584 41 % 130,725 43 % to 45 % Total investments $ 141,882 $ 178,236 |
Schedule of Available-for-sale Securities Reconciliation | The following table summarizes the amortized cost, gross unrealized gain, gross unrealized loss and fair value of the Company's available-for-sale securities as of December 31, 2016 and 2015 , respectively (in thousands): December 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss (1) Fair Value Available-for-sale securities: Convertible debt securities $ 8,453 $ 1,691 $ (106 ) $ 10,038 $ 9,234 $ 882 $ — $ 10,116 Redeemable preferred shares 18,375 — (931 ) 17,444 22,973 — (139 ) 22,834 Total available-for-sale securities $ 26,828 $ 1,691 $ (1,037 ) $ 27,482 $ 32,207 $ 882 $ (139 ) $ 32,950 (1) As of December 31, 2016, available-for-sale securities with an unrealized loss have been in a loss position for less than 12 months |
Equity Method Investments | Year Ended December 31, 2016 Period from May 28, 2015 through December 31, 2015 (1) Revenue $ 216,119 $ 83,897 Gross profit 24,774 (18,986 ) Loss before income taxes (153,882 ) (107,919 ) Net loss (153,882 ) (107,919 ) December 31, 2016 December 31, 2015 Current assets $ 171,721 $ 152,352 Non-current assets 466,004 483,896 Current liabilities 345,469 277,490 Non-current liabilities 22,945 5,125 (1) The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. The following tables summarize the condensed financial information for GroupMax as of December 31, 2016 and 2015, for the year ended December 31, 2016 and for the period from August 7, 2015 through December 31, 2015 (in thousands): Year Ended December 31, 2016 Period from August 7, 2015 through December 31, 2015 (1) Revenue $ 3,024 $ 578 Gross profit 2,570 235 Loss before income taxes (15,701 ) (11,479 ) Net loss (15,701 ) (10,019 ) December 31, 2016 December 31, 2015 Current assets $ 3,383 $ 3,501 Non-current assets 18,467 29,127 Current liabilities 10,458 7,674 Non-current liabilities 2,523 333 (1) The summarized financial information is presented for the period beginning August 7, 2015, after completion of the Groupon India disposition transaction that resulted in the Company obtaining its minority investment in GroupMax. . |
Supplemental Consolidated Bal49
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION [Abstract] | |
Schedule of Other Income (Expense) | The following table summarizes the Company's other income (expense), net for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Interest income $ 2,053 $ 1,219 $ 1,416 Interest expense (15,684 ) (3,001 ) (883 ) Impairments of investments — — (2,036 ) Gain (loss) on equity method investments — — (459 ) Gains (losses), net on changes in fair value of investments (48,141 ) (2,943 ) — Foreign currency gains (losses), net (1) (12,213 ) (23,799 ) (31,499 ) Other (2,122 ) (15 ) 11 Other income (expense), net $ (76,107 ) $ (28,539 ) $ (33,450 ) |
Schedule of Other Current Assets [Table Text Block] | The following table summarizes the Company's prepaid expenses and other current assets as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Finished goods inventories 35,610 42,305 Prepaid expenses 46,022 49,134 Income taxes receivable 13,755 32,483 Value-added tax receivable 6,230 14,305 Other 11,818 15,478 Total prepaid expenses and other current assets $ 113,435 $ 153,705 The following summarizes the Partnership's prepaid expenses and other current assets as of December 31, 2015: (in thousands) December 31, 2015 Finished goods inventories $ 19,113 Prepaid expenses 13,288 Restricted cash 16,367 Total prepaid expenses and other current assets $ 48,768 |
Schedule of Accrued Merchant and Supplier Payables | The following table summarizes the Company's accrued merchant and supplier payables as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Accrued merchant payables $ 451,284 $ 471,607 Accrued supplier payables (1) 349,413 304,604 Total accrued merchant and supplier payables $ 800,697 $ 776,211 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Schedule of Accrued Liabilities [Table Text Block] | The following table summarizes the Company's accrued expenses and other current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Refunds reserve 33,921 35,297 Compensation and benefits 60,727 50,454 Customer credits 44,092 32,293 Restructuring-related liabilities 17,193 11,556 Income taxes payable 11,124 13,885 Deferred revenue 36,491 40,396 Current portion of capital lease obligations 28,889 26,776 Other (1) 150,644 192,067 Total accrued expenses and other current liabilities $ 383,081 $ 402,724 The following summarizes the Partnership's accrued expenses and other current liabilities as of December 31, 2015: (in thousands) December 31, 2015 Customer credits $ 2,668 Refunds 597 Accrued compensation and benefits 7,021 Deferred revenue 3,545 Other 7,623 Total accrued expenses and other current liabilities $ 21,454 |
Schedule of Other Liabilities, Noncurrent | The following table summarizes the Company's other non-current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Long-term tax liabilities $ 41,772 $ 46,506 Capital lease obligations 19,719 30,943 Other 38,563 36,091 Total other non-current liabilities $ 100,054 $ 113,540 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the activity for the components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Pension adjustments Total Balance at December 31, 2013 $ 24,952 $ (122 ) $ — $ 24,830 Other comprehensive income (loss) before reclassification adjustments 11,812 (210 ) (1,500 ) 10,102 Reclassification adjustment included in net income (loss) — 831 — 831 Other comprehensive income (loss) 11,812 621 (1,500 ) 10,933 Balance as of December 31, 2014 36,764 499 (1,500 ) 35,763 Other comprehensive income (loss) before reclassification adjustments 3,376 (41 ) (113 ) 3,222 Reclassification adjustment included in net income (loss) 12,121 — 100 12,221 Other comprehensive income (loss) 15,497 (41 ) (13 ) 15,443 Balance as of December 31, 2015 52,261 458 (1,513 ) 51,206 Other comprehensive income (loss) before reclassification adjustments 6,579 (70 ) 830 7,339 Reclassification adjustments included in net income (loss) (591 ) — 98 (493 ) Other comprehensive income (loss) 5,988 (70 ) 928 6,846 Balance as of December 31, 2016 $ 58,249 $ 388 $ (585 ) $ 58,052 The effects of amounts reclassified from accumulated other comprehensive income (loss) to net loss for the years ended December 31, 2016 , 2015 and 2014 are presented within the following line items in the consolidated statements of operations (in thousands): Year Ended December 31, Consolidated Statements of Operations Line Item 2016 2015 2014 Foreign currency translation adjustments Loss (gain) on dispositions - continuing operations $ (6,265 ) $ (906 ) $ — Gains on business dispositions Loss (gain) on country exits - continuing operations 5,674 714 — Other income (expense), net Loss (gain) on disposition - discontinued operations — 12,313 — Income (loss) from discontinued operations, net of tax Reclassification adjustments (591 ) 12,121 — Unrealized gain (loss) on available-for-sale securities Other-than-temporary impairment of available-for-sale security — — 1,340 Other income (expense), net Less: Tax effect — — (509 ) Provision (benefit) for income taxes Reclassification adjustment — — 831 Pension adjustments Amortization of net actuarial loss (gain) 116 119 — Selling, general and administrative Less: Tax effect (18 ) (19 ) — Provision (benefit) for income taxes Reclassification adjustment 98 100 — Total reclassification adjustments $ (493 ) $ 12,221 $ 831 |
Financing Arrangements Converti
Financing Arrangements Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt Interest Expense | During the year ended December 31, 2016 , the Company recognized interest expense on the Notes as follows (in thousands): Year Ended December 31, 2016 Contractual interest expense based on 3.25% of the principal amount per annum $ 6,095 Amortization of debt discount 7,376 Total interest expense $ 13,471 |
Convertible Debt | The carrying amount of the Notes consisted of the following (in thousands): December 31, 2016 Liability component: Principal amount $ 250,000 Less: debt discount (71,005 ) Net carrying amount of liability component $ 178,995 Net carrying amount of equity component $ 67,014 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2016 , the future payments under operating leases and capital leases for each of the next five years and thereafter are as follows (in thousands): Capital Leases Operating Leases 2017 $ 29,982 $ 48,693 2018 16,011 39,535 2019 3,779 27,651 2020 — 23,900 2021 — 20,234 Thereafter — 68,093 Total minimum lease payments 49,772 $ 228,106 Less: Amount representing interest (1,164 ) Present value of net minimum capital lease payments 48,608 Less: Current portion of capital lease obligations (28,889 ) Total long-term capital lease obligations $ 19,719 As of December 31, 2015, future payments under non-cancelable operating leases (including rent escalation clauses but excluding a proportionate share of operating expenses) were as follows: (in thousands) Years Ended December 31, Operating Leases 2016 $ 7,055 2017 3,493 Thereafter — Total $ 10,548 |
Schedule of Future Rental Income for Subleases | As of December 31, 2016 , the future amounts due to the Company under subleases for each of the next five years and thereafter is as follows (in thousands): Subleases (1) 2017 $ 5,796 2018 5,688 2019 4,864 2020 4,473 2021 3,682 Thereafter 4,933 Total future sublease income $ 29,436 (1) On December 28, 2016, the Company entered into a sublease for portions of its office space in Chicago, Illinois that extends through January 31, 2026. The income from this sublease, which totals approximately $17.9 million , is excluded from the table above because the sublease is subject to landlord consents not received as of December 31, 2016. See Note 19, Related Party Transaction, for information about this sublease. |
Long-term Purchase Commitment [Table Text Block] | The Company has entered into non-cancelable arrangements with third-parties, primarily related to information technology products and services. As of December 31, 2016 , future payments under these contractual obligations were as follows (in thousands): 2017 $ 17,535 2018 9,310 2019 2,500 2020 45 2021 45 Thereafter — Total purchase obligations $ 29,435 |
Compensation Arrangements (Tabl
Compensation Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Arrangements [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The table below summarizes activity regarding unvested restricted stock units under the Plans for the year ended December 31, 2016 : Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 39,143,509 $ 6.53 Granted 20,046,195 $ 3.93 Vested (22,698,324 ) $ 5.91 Forfeited (11,083,534 ) $ 6.22 Unvested at December 31, 2016 25,407,846 $ 5.18 |
Schedule of Share-based Compensation, Stock Options, Activity | The table below summarizes the stock option activity for the year ended December 31, 2016 : Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2015 1,584,832 $ 0.95 3.96 $ 3,360 Exercised (491,483 ) $ 1.26 Forfeited (102,177 ) $ 0.88 Outstanding and exercisable at December 31, 2016 991,172 $ 0.77 2.83 $ 2,527 (1) The aggregate intrinsic value of options outstanding and exercisable represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of December 31, 2016 and 2015 , respectively. |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The table below summarizes activity regarding unvested restricted stock for the year ended December 31, 2016 : Restricted Stock Awards Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2015 1,908,408 $ 5.72 Vested (492,422 ) $ 7.42 Forfeited (196,968 ) $ 7.42 Unvested at December 31, 2016 1,219,018 $ 4.76 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring [Abstract] | ||
Restructuring and Related Costs | Year Ended December 31, 2016 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 8,548 $ 45 $ 3,304 $ 11,897 EMEA 22,593 376 2,376 25,345 Rest of World 5,719 — 647 6,366 Consolidated $ 36,860 $ 421 $ 6,327 $ 43,608 (1) The employee severance and benefit costs for the year ended December 31, 2016 relates to the termination of approximately 1,200 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. (2) Asset impairments relate to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities. | The following table summarizes the costs incurred by segment related to the Company’s restructuring plan for the year ended December 31, 2015 (in thousands): Year Ended December 31, 2015 Employee Severance and Benefit Costs (1) Asset Impairments (2) Other Exit Costs Total Restructuring Charges North America $ 2,000 $ 6,740 $ 1,755 $ 10,495 EMEA 15,060 223 829 16,112 Rest of World 1,950 304 707 2,961 Consolidated $ 19,010 $ 7,267 $ 3,291 $ 29,568 (1) The employee severance and benefit costs for the year ended December 31, 2015 related to the termination of approximately 1,000 employees. (2) Asset impairments related to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities. |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes restructuring liability activity for the year ended December 31, 2016 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2014 $ — $ — — Charges payable in cash 19,010 3,291 22,301 Cash Payments (9,408 ) (755 ) (10,163 ) Foreign currency translation (585 ) 3 (582 ) Balance as of December 31, 2015 $ 9,017 $ 2,539 $ 11,556 Charges payable in cash (1) 32,211 6,327 38,538 Cash payments (25,922 ) (6,574 ) (32,496 ) Foreign currency translation (401 ) (4 ) (405 ) Balance as of December 31, 2016 $ 14,905 $ 2,288 $ 17,193 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of pretax income (loss) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ (122,333 ) $ (100,445 ) $ (20,057 ) International (63,537 ) (7,871 ) 17,308 Income (loss) before provision (benefit) for income taxes $ (185,870 ) $ (108,316 ) $ (2,749 ) Domestic and foreign components of loss from operations before income taxes are presented below: (in thousands) Period from May 27, 2015 through December 31, 2015 Earnings before income taxes - U.S. $ 196 Loss before income taxes - Korea (108,115 ) Total loss before income taxes $ (107,919 ) |
Provision (benefit) for income taxes [Table Text Block] | The provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Continuing Operations $ (2,547 ) $ (19,145 ) $ 15,724 Discontinued Operations — 48,028 — Total $ (2,547 ) $ 28,883 $ 15,724 The provision for income taxes in the Republic of Korea consists of the following: (in thousands) Period from May 27, 2015 through December 31, 2015 Current income tax provision (benefit) $ — Deferred income tax provision (benefit) — Total provision (benefit) for income taxes $ — |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2016 , 2015 and 2014 consisted of the following components (in thousands): Year Ended December 31, 2016 2015 2014 Current taxes: U.S. federal $ (1,093 ) $ (23,913 ) $ (3,518 ) State 912 (2,613 ) 69 International 8,255 16,366 30,297 Total current taxes 8,074 (10,160 ) 26,848 Deferred taxes: U.S. federal (4,262 ) (8,936 ) (5,132 ) State (11 ) 4,324 (742 ) International (6,348 ) (4,373 ) (5,250 ) Total deferred taxes (10,621 ) (8,985 ) (11,124 ) Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 U.S. federal income tax provision (benefit) at statutory rate $ (65,055 ) $ (37,911 ) $ (962 ) Foreign income and losses taxed at different rates (1) 11,256 3,226 (5,416 ) State income taxes, net of federal benefits, and state tax credits (4,694 ) (16,382 ) (12,851 ) Change in valuation allowances 16,184 48,215 19,094 Effect of foreign and state rate changes on deferred items 7,135 (117 ) 178 Tax effects of intercompany transactions 853 12,448 25,081 Adjustments related to uncertain tax positions (4,899 ) (14,877 ) (12,334 ) Non-deductible stock-based compensation expense 7,291 5,408 4,256 Tax shortfalls, net of excess tax benefits, on stock-based compensation awards (2) 12,585 — — Non-deductible (or non-taxable) change in fair value of investment 4,484 (334 ) — Federal research and development credits (8,547 ) (14,636 ) (4,430 ) Taxable forgiveness of intercompany liabilities 15,187 — — Deductions for investments in subsidiaries that have ceased operations (645 ) (4,924 ) — Non-taxable gains on business dispositions (3,481 ) (5,070 ) — Non-deductible or non-taxable items 9,799 5,809 3,108 Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 (1) Tax rates in foreign jurisdictions are generally lower than the U.S. federal statutory rate. This results in a decrease to the benefit for income taxes in this rate reconciliation for the years ended December 31, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in those foreign jurisdictions. (2) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. See Note 2, Summary of Significant Accounting Policies , for more information about ASU 2016-09. The items accounting for differences between the income tax provision or benefit computed at the applicable Korean statutory rate of 11% and the provision for income taxes for the period from May 27, 2015 through December 31, 2015 are as follows: (in thousands) Period from May 27, 2015 through December 31, 2015 Income tax benefit at statutory rate $ (11,871 ) Change in valuation allowance 11,834 Other 37 Total provision (benefit) for income taxes $ — |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The deferred income tax assets and liabilities consisted of the following components as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Deferred tax assets: Accrued expenses and other liabilities $ 50,723 $ 52,250 Stock-based compensation 7,320 8,328 Net operating loss and tax credit carryforwards 219,584 207,581 Intangible assets, net 11,833 17,758 Investments 1,080 — Unrealized foreign currency exchange losses 9,922 7,761 Other 1,155 2,080 Total deferred tax assets 301,617 295,758 Less valuation allowances (248,270 ) (230,288 ) Deferred tax assets, net of valuation allowance 53,347 65,470 Deferred tax liabilities: Investments — (13,782 ) Prepaid expenses and other assets (10,402 ) (1,881 ) Property, equipment and software, net (22,397 ) (29,664 ) Convertible senior notes (4,529 ) — Deferred revenue (15,003 ) (25,301 ) Total deferred tax liabilities (52,331 ) (70,628 ) Net deferred tax asset (liability) $ 1,016 $ (5,158 ) (in thousands) Period from May 27, 2015 through December 31, 2015 Income tax benefit at statutory rate $ (11,871 ) Change in valuation allowance 11,834 Other 37 Total provision (benefit) for income taxes $ — Deferred income tax assets and liabilities of the Partnership's Korean subsidiaries, which include net operating losses generated prior to the Partnership's acquisition of those subsidiaries, consisted of the following: (in thousands) December 31, 2015 Deferred tax assets: Accrued expenses and other liabilities $ 2,323 Net operating loss and tax credit carryforwards 30,183 Property, equipment and software, net 120 Other 26 Total deferred tax assets 32,652 Less valuation allowances (20,319 ) Deferred tax assets, net of valuation allowance 12,333 Deferred tax liabilities: Intangible assets, net 12,256 Other 77 Deferred tax liabilities 12,333 Net deferred tax asset (liability) $ — |
Summary of Income Tax Contingencies | The following table summarizes activity related to the Company's gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2016, 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Beginning Balance $ 79,637 $ 98,321 $ 110,305 Increases related to prior year tax positions 1,708 — 5,489 Decreases related to prior year tax positions (3,154 ) (25,702 ) (27,875 ) Increases related to current year tax positions 11,443 10,590 17,348 Decreases based on settlements with taxing authorities (3,176 ) — — Decreases due to lapse of statute limitations (4,906 ) — — Foreign currency translation (1,471 ) (3,572 ) (6,946 ) Ending Balance $ 80,081 $ 79,637 $ 98,321 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company's assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using Description December 31, 2016 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 202,241 $ 202,241 $ — $ — Fair value option investments 82,584 — — 82,584 Available-for-sale securities: Convertible debt securities 10,038 — — 10,038 Redeemable preferred shares 17,444 — — 17,444 Liabilities: Contingent consideration 14,588 — — 14,588 Fair Value Measurement at Reporting Date Using Description December 31, 2015 Quoted Prices in Active Markets for Significant Other Significant Assets: Cash equivalents $ 305,179 $ 305,179 $ — $ — Fair value option investments 130,725 — — 130,725 Available-for-sale securities: Convertible debt securities 10,116 — — 10,116 Redeemable preferred shares 22,834 — — 22,834 Liabilities: Contingent consideration 10,781 — — 10,781 |
Fair Value, Assets and Liabilities, Reconciliation of Level 3 Inputs | The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Assets Fair value option investments: Beginning Balance $ 130,725 $ — $ — Acquisitions of investments — 138,475 — Sale of investments carried at fair value — (4,807 ) — Total gains (losses) included in earnings (48,141 ) (2,943 ) — Ending Balance $ 82,584 $ 130,725 $ — Unrealized (losses) gains still held (1) $ (48,141 ) $ (3,023 ) $ — Available-for-sale securities Convertible debt securities: Beginning Balance $ 10,116 $ 2,527 $ 3,174 Purchases of convertible debt securities — 6,635 — Maturity of convertible debt security (1,685 ) — — Total gains (losses) included in other comprehensive income (loss) 703 385 693 Total gains (losses) included in other income (expense), net (2) 904 569 (1,340 ) Ending Balance $ 10,038 $ 10,116 $ 2,527 Unrealized gains (losses) still held (1) $ 1,607 $ 954 $ (647 ) Redeemable preferred shares: Beginning Balance $ 22,834 $ 4,910 $ — Purchase of redeemable preferred shares — 18,375 4,599 Total gains (losses) included in other comprehensive income (loss) (816 ) (451 ) 311 Transfer to cost method investment classification upon elimination of redemption feature (4,574 ) — — Ending Balance $ 17,444 $ 22,834 $ 4,910 Unrealized gains (losses) still held (1) $ (816 ) $ (451 ) $ 311 Liabilities Contingent Consideration: Beginning Balance $ 10,781 $ 1,983 $ 606 Issuance of contingent consideration in connection with acquisitions — 9,605 4,388 Settlements of contingent consideration liabilities — (716 ) (424 ) Reclass to non-fair value liabilities when no longer contingent (285 ) (331 ) (143 ) Total losses (gains) included in earnings (3) 4,092 240 (2,444 ) Ending Balance $ 14,588 $ 10,781 $ 1,983 Unrealized losses (gains) still held (1) $ 3,966 $ (148 ) $ (2,405 ) (1) Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents accretion of interest income and changes in the fair value of an embedded derivative. (3) Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. |
Fair Value of Financial Assets and Liabilities not Measured at Fair Value | The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the consolidated financial statements (in thousands): December 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Cost method investments $ 31,816 $ 35,369 $ 14,561 $ 15,922 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
LOSS PER SHARE OF CLASS A AND CLASS B COMMON STOCK [Abstract] [Abstract] | ||
Schedule of Earnings per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per share of the common stock and the Class A and Class B common stock for the year ended December 31, 2016 (in thousands, except share amounts and per share amounts): Period from January 1, 2016 through October 31, 2016 (pre-conversion) Period from November 1, 2016 through December 31, 2016 (post-conversion) Year Ended December 31, 2016 (2) Class A Class B Common Total Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) $ (158,436 ) $ (662 ) $ (24,225 ) $ (183,323 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 9,559 40 1,665 11,264 Allocation of net income (loss) attributable to common stockholders $ (167,995 ) $ (702 ) $ (25,890 ) $ (194,587 ) Denominator Weighted-average common shares outstanding 574,755,214 2,399,976 574,884,987 576,354,258 Basic and diluted net income (loss) per share (1) $ (0.29 ) $ (0.29 ) $ (0.05 ) $ (0.34 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. | Period from January 1, 2016 through October 31, 2016 (pre-conversion) Period from November 1, 2016 through December 31, 2016 (post-conversion) Year Ended December 31, 2016 (2) Class A Class B Common Total Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) $ (158,436 ) $ (662 ) $ (24,225 ) $ (183,323 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 9,559 40 1,665 11,264 Allocation of net income (loss) attributable to common stockholders $ (167,995 ) $ (702 ) $ (25,890 ) $ (194,587 ) Denominator Weighted-average common shares outstanding 574,755,214 2,399,976 574,884,987 576,354,258 Basic and diluted net income (loss) per share (1) $ (0.29 ) $ (0.29 ) $ (0.05 ) $ (0.34 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. (2) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. The following table sets forth the computation of basic and diluted loss per share of Class A and Class B common stock for the years ended December 31, 2015 and 2014 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2015 2014 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator Allocation of net income (loss) - continuing operations $ (88,842 ) $ (329 ) $ (18,407 ) $ (66 ) Less: Allocation of net income (loss) attributable to noncontrolling interests 12,963 48 9,138 33 Allocation of net income (loss) attributable to common stockholders - continuing operations $ (101,805 ) $ (377 ) $ (27,545 ) $ (99 ) Allocation of net income (loss) attributable to common stockholders - discontinued operations 122,396 454 (45,284 ) (162 ) Allocation of net income (loss) attributable to common stockholders $ 20,591 $ 77 $ (72,829 ) $ (261 ) Denominator Weighted-average common shares outstanding 647,706,249 2,399,976 672,432,417 2,399,976 Basic and diluted net income (loss) per share (1) : Continuing operations $ (0.16 ) $ (0.16 ) $ (0.04 ) $ (0.04 ) Discontinued operations 0.19 0.19 (0.07 ) (0.07 ) Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.11 ) $ (0.11 ) (1) The potentially dilutive impacts of a conversion of Class B to Class A shares and outstanding equity awards have been excluded from the calculation of dilutive net income (loss) per share for the years ended December 31, 2015 and 2014 as their effect on net income (loss) per share from continuing operations was antidilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average outstanding equity awards are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share from continuing operations: Year Ended December 31, 2016 2015 2014 Stock options 1,204,512 1,884,958 2,775,771 Restricted stock units 33,480,458 41,079,648 42,341,320 Performance share units 125,934 — — Restricted stock 1,335,613 1,346,447 52,854 ESPP shares 1,184,330 916,837 507,916 Convertible senior notes 34,213,474 — — Warrants 29,761,907 — — Total 101,306,228 45,227,890 45,677,861 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SEGMENT INFORMATION [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenue and profit or loss information by reportable segment reconciled to consolidated net income (loss) for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 North America Revenue (1) $ 2,151,769 $ 2,047,742 $ 1,824,461 Segment cost of revenue and operating expenses (2) (3) (4) 2,126,834 2,029,643 1,755,113 Segment operating income (loss) (2) (3) (4) 24,935 18,099 69,348 EMEA Revenue (1) 827,196 867,880 961,130 Segment cost of revenue and operating expenses (2) (3) (5) 813,177 797,786 857,062 Segment operating income (loss) (2) (3) (5) 14,019 70,094 104,068 Rest of World Revenue 164,389 203,894 256,532 Segment cost of revenue and operating expenses (2) (3) 190,135 228,273 282,688 Segment operating income (loss) (2) (3) (25,746 ) (24,379 ) (26,156 ) Consolidated Revenue 3,143,354 3,119,516 3,042,123 Segment cost of revenue and operating expenses (2) (3) 3,130,146 3,055,702 2,894,863 Segment operating income (loss) (2) (3) 13,208 63,814 147,260 Stock-based compensation (6) 117,321 141,734 115,290 Acquisition-related expense (benefit), net 5,650 1,857 1,269 Income (loss) from operations (109,763 ) (79,777 ) 30,701 Other income (expense), net (76,107 ) (28,539 ) (33,450 ) Income (loss) from continuing operations before provision (benefit) for income taxes (185,870 ) (108,316 ) (2,749 ) Provision (benefit) for income taxes (2,547 ) (19,145 ) 15,724 Income (loss) from continuing operations (183,323 ) (89,171 ) (18,473 ) Income (loss) from discontinued operations, net of tax — 122,850 (45,446 ) Net income (loss) $ (183,323 ) $ 33,679 $ (63,919 ) (1) North America includes revenue from the United States of $2,120.3 million , $2,022.5 million and $1,784.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Direct revenue transactions in the EMEA Goods category have been transacted through a Switzerland-based subsidiary. As a result, EMEA includes revenue from Switzerland of $551.7 million , $496.2 million and $468.7 million for the years ended December 31, 2016 , 2015 and 2014, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2016 , 2015 and 2014 . Revenue is attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. (2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): |
Stock Based Compensation and Acquisition Related by Segment | The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related North America $ 104,708 $ 5,650 $ 124,078 $ 1,857 $ 99,939 $ 1,125 EMEA 7,220 — 11,445 — 9,927 144 Rest of World 6,224 — 6,546 — 5,424 — Consolidated $ 118,152 $ 5,650 $ 142,069 $ 1,857 $ 115,290 $ 1,269 Acquisition-related expense (benefit), net for the North America segment includes external transaction costs and gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the EMEA and Rest of World segments, which is consistent with the attribution used for internal reporting purposes. (3) Segment cost of revenue and operating expenses for the year ended December 31, 2016 includes restructuring charges of $9.5 million in North America (which excludes $2.6 million of stock-based compensation), $23.1 million in EMEA (which excludes $2.0 million of stock-based compensation) and $6.3 million in Rest of World (which excludes $0.1 million of stock-based compensation). Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million in North America, $16.1 million in EMEA and $3.0 million in Rest of World. See Note 13, Restructuring , for additional information. (4) Segment cost of revenue and operating expenses for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 10, Commitments and Contingencies , for additional information. (5) Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations. (6) Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.8 million and $0.3 million of additional stock-based compensation for the years ended December 31, 2016 and 2015 , respectively. |
Schedule of Segment Assets | The following table summarizes the Company's total assets by reportable segment as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 North America (1) $ 1,122,261 $ 1,063,595 EMEA 466,946 508,353 Rest of World 172,170 224,316 Consolidated total assets $ 1,761,377 $ 1,796,264 (1) North America contains assets from the United States of $1,057.6 million and $1,018.2 million as of December 31, 2016 and 2015 , respectively. EMEA contains assets from Ireland of $203.2 million as of December 31, 2016 . There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2016 and 2015 , respectively. |
Schedule of Long-lived Assets by Segment | The following table summarizes the Company's tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 North America (1) $ 69,577 $ 87,050 EMEA (2) 21,833 26,264 Rest of World 3,757 4,876 Consolidated total $ 95,167 $ 118,190 (1) Substantially all tangible property and equipment within North America is located in the United States. (2) Tangible property and equipment, net located within Ireland represented approximately 17% and 11% of the Company's consolidated tangible property and equipment, net as of December 31, 2016 and 2015 , respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2016 and 2015 . |
Property, Plant and Equipment and Intangible Asset Depreciation and Amortization | Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 : Year Ended December 31, 2016 2015 2014 Cost of revenue - third-party and other $ 21,277 $ 16,299 $ 9,028 Cost of revenue - direct 10,663 9,273 4,813 Selling, general and administrative 86,780 87,476 80,304 Total $ 118,720 $ 113,048 $ 94,145 The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 116,865 $ 108,973 $ 83,106 EMEA 16,822 18,834 24,849 Rest of World 3,981 5,163 7,086 Consolidated total $ 137,668 $ 132,970 $ 115,041 |
Schedule of capital expenditures | The following table summarizes the Company's expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 9,770 $ 10,207 $ 6,775 EMEA 3,562 14,251 12,945 Rest of World 2,229 4,380 10,092 Consolidated total $ 15,561 $ 28,838 $ 29,812 |
Revenue by Segment and Category | The following table summarizes the Company's third-party and other and direct revenue by category for its three reportable segments for the years ended December 31, 2016 , 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Year Ended Year Ended Year Ended Year Ended 2016 2015 2014 2016 2015 2014 2016 2015 2014 2016 2015 2014 Local (1) : Third-party and other $ 762,314 $ 701,312 $ 674,605 $ 241,683 $ 302,085 $ 391,179 $ 88,488 $ 107,381 $ 147,248 $ 1,092,485 $ 1,110,778 $ 1,213,032 Travel: Third-party 82,577 81,731 68,977 45,909 53,059 63,957 18,869 24,091 26,407 147,355 158,881 159,341 Total services 844,891 783,043 743,582 287,592 355,144 455,136 107,357 131,472 173,655 1,239,840 1,269,659 1,372,373 Goods: Third-party 9,068 7,151 5,966 25,077 50,366 63,650 29,561 45,357 59,022 63,706 102,874 128,638 Direct 1,297,810 1,257,548 1,074,913 514,527 462,370 442,344 27,471 27,065 23,855 1,839,808 1,746,983 1,541,112 Total 1,306,878 1,264,699 1,080,879 539,604 512,736 505,994 57,032 72,422 82,877 1,903,514 1,849,857 1,669,750 Total revenue $ 2,151,769 $ 2,047,742 $ 1,824,461 $ 827,196 $ 867,880 $ 961,130 $ 164,389 $ 203,894 $ 256,532 $ 3,143,354 $ 3,119,516 $ 3,042,123 (1) Includes revenue from deals with local and national merchants and through local events. |
Gross Profit by Segment and Category | The following table summarizes the Company's gross profit by category for its three reportable segments for the years ended December 31, 2016 , 2015 and 2014 (in thousands): North America EMEA Rest of World Consolidated Year Ended Year Ended Year Ended Year Ended 2016 2015 2014 2016 2015 2014 2016 2015 2014 2016 2015 2014 Local (1) : Third-party and other $ 660,983 $ 600,893 $ 581,067 $ 226,182 $ 282,880 $ 364,545 $ 75,400 $ 92,185 $ 125,343 $ 962,565 $ 975,958 $ 1,070,955 Travel: Third-party 64,355 67,027 56,994 42,128 47,394 59,229 14,701 18,817 19,932 121,184 133,238 136,155 Total services 725,338 667,920 638,061 268,310 330,274 423,774 90,101 111,002 145,275 1,083,749 1,109,196 1,207,110 Goods: Third-party 7,470 5,931 5,112 21,519 42,782 55,434 19,080 25,692 30,297 48,069 74,405 90,843 Direct 152,739 127,720 88,810 72,577 72,508 77,706 (231 ) 1,236 840 225,085 201,464 167,356 Total 160,209 133,651 93,922 94,096 115,290 133,140 18,849 26,928 31,137 273,154 275,869 258,199 Total gross profit $ 885,547 $ 801,571 $ 731,983 $ 362,406 $ 445,564 $ 556,914 $ 108,950 $ 137,930 $ 176,412 $ 1,356,903 $ 1,385,065 $ 1,465,309 (1) Includes gross profit from deals with local and national merchants and through local events. |
Quarterly Results Quarterly Res
Quarterly Results Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Results [Abstract] | |
Schedule of Quarterly Financial Information | The following table represents data from the Company's unaudited consolidated statements of operations for the most recent eight quarters. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all normal recurring adjustments necessary to fairly state the information for the periods presented. The results of operations of any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands, except share and per share amounts). Quarter Ended Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, 2016 (1) (5) 2016 (1) 2016 (1) 2016 (1) 2015 (1) (2) 2015 (1) (3) 2015 (4) 2015 Consolidated Statements of Operations Data: Revenue $ 934,885 $ 720,468 $ 756,030 $ 731,971 $ 917,170 $ 713,595 $ 738,395 $ 750,356 Cost of revenue 565,015 406,351 422,442 392,643 545,430 384,683 401,388 402,950 Gross profit 369,870 314,117 333,588 339,328 371,740 328,912 337,007 347,406 Income (loss) from operations 7,424 (26,685 ) (43,169 ) (47,333 ) (5,423 ) (70,423 ) (9,226 ) 5,295 Income (loss) from continuing operations (50,204 ) (35,792 ) (51,731 ) (45,596 ) (32,552 ) (24,613 ) (15,267 ) (16,739 ) Income (loss) from discontinued operations, net of tax — — — — (10,613 ) — 127,179 6,284 Net income (loss) attributable to Groupon, Inc. (52,588 ) (37,976 ) (54,904 ) (49,119 ) (46,528 ) (27,615 ) 109,084 (14,273 ) Basic net and diluted income (loss) per share (5) : Continuing operations $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) $ (0.06 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) Discontinued operations — — — — (0.02 ) — 0.19 0.01 Basic and diluted net income (loss) per share $ (0.09 ) $ (0.07 ) $ (0.10 ) $ (0.08 ) $ (0.08 ) $ (0.04 ) $ 0.16 $ (0.02 ) Weighted average number of shares outstanding Basic 570,546,159 575,216,191 576,903,004 582,751,678 607,517,010 644,894,785 671,630,169 676,382,937 Diluted 570,546,159 575,216,191 576,903,004 582,751,678 607,517,010 644,894,785 671,630,169 676,382,937 (1) Income (loss) from continuing operations for the three months ended December 31, 2016, September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015 and September 30, 2015 includes restructuring charges of $ 13.6 million , $1.5 million , $16.1 million , $12.4 million , $5.4 million and $24.1 million , respectively. (2) The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States. (3) Income (loss) from continuing operations for the three months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability in its securities litigation matter and 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. (4) Income (loss) from discontinued operations, net of tax, for the three months ended June 30, 2015 includes a $154.1 million gain, net of tax, from the sale of a controlling stake in Ticket Monster. (5) The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This column reflects the weighted-average Class A and Class B common shares outstanding for the period from October 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the three months ended December 31, 2016. (6) The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. |
MH Business Combinations (Table
MH Business Combinations (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition-date fair value of the consideration transferred for the OrderUp acquisition totaled $78.4 million , which consisted of the following (in thousands): Cash $ 68,749 Contingent consideration 9,605 Total $ 78,354 The acquisition-date fair value of the consideration transferred for these acquisitions totaled $6.0 million , which consisted of the following (in thousands): Cash $ 5,744 Liability for purchase consideration 250 Total $ 5,994 The aggregate acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $413.6 million , which consisted of the following (in thousands): Cash $ 285,000 Issuance of 64,000,000 Class B units 128,607 Total $ 413,607 | The acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $259.4 million , which consisted of the following (in thousands): Cash $ 96,496 Issuance of 13,825,283 shares of Class A common stock 162,862 Total $ 259,358 The acquisition-date fair value of the consideration transferred for these acquisitions totaled $32.9 million , which consisted of the following (in thousands): Cash $ 17,364 Issuance of 1,429,897 shares of Class A common stock 11,110 Contingent consideration 4,388 Total $ 32,862 The fair value of the Class A common stock issued as acquisition consideration was measured based on the stock price upon closing of the related transaction on November 13, 2014. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the allocation of the acquisition price of the other acquisitions for the year ended December 31, 2015 (in thousands): Net working capital deficit (including acquired cash of $2.3 million) $ (647 ) Goodwill 2,898 Intangible assets: (1) Customer relationships 1,016 Merchant relationships 809 Developed technology 1,339 Brand relationships 296 Other intangible assets 283 Total acquisition price $ 5,994 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. The following table summarizes the assets acquired and liabilities assumed from the LivingSocial acquisition (in thousands): Cash and cash equivalents $ 15,479 Accounts receivable 3,652 Prepaid expenses and other current assets 2,399 Property, equipment and software 1,075 Goodwill 528 Intangible assets: (1) Customer relationships 16,200 Merchant relationships 2,700 Trade name 1,000 Developed technology 2,500 Other non-current assets 5,495 Total assets acquired $ 51,028 Accounts payable $ 2,184 Accrued merchant and supplier payables 18,498 Accrued expenses and other current liabilities 25,854 Other non-current liabilities 4,492 Total liabilities assumed $ 51,028 Total acquisition price $ — (1) The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. The following table summarizes the allocation of the purchase price of these other acquisitions (in thousands): Net working capital (including acquired cash of $0.2 million) $ (396 ) Goodwill 27,150 Intangible assets: (1) Customer relationships 2,555 Developed technology 3,372 Brand relationships 579 Deferred income taxes (398 ) Total acquisition price $ 32,862 (1) Acquired intangible assets have estimated useful lives of between 1 and 5 years. The following table summarizes the allocation of the aggregate acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 37,516 Accounts receivable 6,813 Prepaid expenses and other current assets 18,866 Property, equipment and software 7,884 Goodwill 377,001 Intangible assets: (1) Customer relationships 58,278 Merchant relationships 23,582 Developed technology 994 Trade name 47,887 Other non-current assets 3,193 Total assets acquired $ 582,014 Accounts payable $ 9,239 Accrued merchant and supplier payables 137,167 Accrued expenses and other current liabilities 14,942 Other non-current liabilities 7,059 Total liabilities assumed $ 168,407 Total acquisition price $ 413,607 (1) The estimated useful lives of the acquired intangible assets are 7 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 12 years for trade name. | The following table summarizes the allocation of the acquisition price of the Ideel acquisition (in thousands): Cash and cash equivalents $ 79 Accounts receivable 988 Prepaid expenses and other current assets 22,081 Property, equipment and software 8,173 Goodwill 4,203 Intangible assets: (1) Customer relationships 5,490 Brand relationships 7,100 Trade name 4,500 Deferred income taxes 9,517 Total assets acquired $ 62,131 Accounts payable $ 1,640 Accrued supplier payables 4,092 Accrued expenses and other current liabilities 9,600 Deferred income taxes 348 Other non-current liabilities 3,753 Total liabilities assumed $ 19,433 Total acquisition price $ 42,698 (1) The estimated useful lives of the acquired intangible assets are 3 years for customer relationships, 5 years for brand relationships and 5 years for trade name. The following table summarizes the allocation of the acquisition price of the OrderUp acquisition (in thousands): Cash and cash equivalents $ 2,264 Accounts receivable 1,377 Prepaid expenses and other current assets 404 Property, equipment and software 24 Goodwill 60,080 Intangible assets: (1) Customer relationships 5,600 Merchant relationships 1,100 Developed technology 11,300 Trade name 900 Other intangible assets 1,850 Other non-current assets 31 Total assets acquired $ 84,930 Accounts payable $ 901 Accrued merchant and supplier payables 1,021 Accrued expenses and other current liabilities 2,918 Deferred income taxes 1,715 Other non-current liabilities 21 Total liabilities assumed $ 6,576 Total acquisition price $ 78,354 (1) The estimated useful lives of the acquired intangible assets are 5 years for trade name, 4 years for other intangible assets and 3 years for customer relationships, merchant relationships and developed technology. The following table summarizes the allocation of the acquisition price of the Ticket Monster acquisition (in thousands): Cash and cash equivalents $ 24,768 Accounts receivable 17,732 Prepaid expenses and other current assets 829 Property, equipment and software 5,944 Goodwill 218,692 Intangible assets: (1) Customer relationships 57,022 Merchant relationships 32,176 Developed technology 571 Trade name 19,325 Deferred income taxes 1,264 Other non-current assets 3,033 Total assets acquired $ 381,356 Accounts payable $ 5,951 Accrued merchant and supplier payables 82,934 Accrued expenses and other current liabilities 26,182 Deferred income taxes 1,264 Other non-current liabilities 5,667 Total liabilities assumed $ 121,998 Total acquisition price $ 259,358 (1) The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. |
MH PPE (Tables)
MH PPE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The following summarizes the Company's property, equipment and software, net (in thousands): December 31, 2016 2015 Warehouse equipment $ 4,863 $ 4,838 Furniture and fixtures 15,136 15,837 Leasehold improvements 47,115 45,543 Office equipment 3,539 3,916 Purchased software 35,951 40,029 Computer hardware (1) 200,215 185,676 Internally-developed software (2) 213,137 188,602 Total property, equipment and software, gross 519,956 484,441 Less: accumulated depreciation and amortization (348,950 ) (285,544 ) Property, equipment and software, net $ 171,006 $ 198,897 (1) Includes computer hardware acquired under capital leases of $104.3 million and $86.7 million as of December 31, 2016 and 2015 , respectively. (2) The net carrying amount of internally-developed software was $70.5 million and $69.6 million as of December 31, 2016 and 2015 , respectively. (in thousands) December 31, 2015 Purchased software $ 2,584 Office furniture and equipment 5,258 Internally-developed software 4,364 Leasehold improvements 950 Construction in progress 489 Total property, equipment and software, gross 13,645 Less: Accumulated depreciation and amortization (2,192 ) Total property, equipment and software, net $ 11,453 |
MH Goodwill Intangibles (Tables
MH Goodwill Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the Company's goodwill activity by segment for the years ended December 31, 2016 and 2015 (in thousands): North America EMEA Rest of World Consolidated Balance as of December 31, 2014 $ 116,718 $ 102,179 $ 17,859 $ 236,756 Goodwill related to acquisitions 62,029 — 949 62,978 Goodwill related to disposition — — (975 ) (975 ) Foreign currency translation (1 ) (10,116 ) (1,310 ) (11,427 ) Balance as of December 31, 2015 $ 178,746 $ 92,063 $ 16,523 $ 287,332 Goodwill related to acquisitions 1,199 — — 1,199 Goodwill related to dispositions (1,260 ) — (586 ) (1,846 ) Foreign currency translation — (2,480 ) (243 ) (2,723 ) Balance as of December 31, 2016 $ 178,685 $ 89,583 $ 15,694 $ 283,962 The following table summarizes the Partnership's goodwill activity for the period from May 27, 2015 through December 31, 2015: (in thousands) Balance as of May 27, 2015 $ — Goodwill related to acquisition 377,001 Foreign currency translation (21,900 ) Balance as of December 31, 2015 $ 355,101 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following tables summarize the Company's intangible assets (in thousands): December 31, 2016 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 67,620 $ 48,282 $ 19,338 Merchant relationships 12,103 8,563 3,540 Trade names 11,903 8,373 3,530 Developed technology 38,457 30,266 8,191 Brand relationships 7,960 4,665 3,295 Patents 17,259 14,020 3,239 Other intangible assets 6,083 4,301 1,782 Total $ 161,385 $ 118,470 $ 42,915 December 31, 2015 Asset Category Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ 52,204 $ 43,725 $ 8,479 Merchant relationships 9,648 8,064 1,584 Trade names 11,013 7,396 3,617 Developed technology 37,103 25,436 11,667 Brand relationships 7,960 3,073 4,887 Patents 15,774 11,810 3,964 Other intangible assets 4,864 2,579 2,285 Total $ 138,566 $ 102,083 $ 36,483 The carrying amounts of definite lived intangible assets consist of the following: (in thousands) December 31, 2015 Gross Accumulated Net Carrying Value Amortization Carrying Value Customer relationships $ 54,782 $ (4,674 ) $ 50,108 Merchant relationships 22,168 (4,413 ) 17,755 Developed technology 934 (279 ) 655 Trade name 45,121 (2,240 ) 42,881 Total intangible assets $ 123,005 $ (11,606 ) $ 111,399 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2016 , the Company's estimated future amortization expense related to intangible assets is as follows (in thousands): Years Ended December 31, 2017 $ 20,629 2018 14,668 2019 6,566 2020 898 2021 154 Thereafter — Total $ 42,915 As of December 31, 2015, the Partnership's estimated future amortization expense related to intangible assets is as follows: (in thousands) Years Ended December 31, Amount 2016 $ 19,541 2017 19,155 2018 14,553 2019 11,577 2020 11,577 Thereafter 34,996 Total $ 111,399 |
Supplemental BS Info (Tables)
Supplemental BS Info (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Offsetting [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | The following table summarizes the Company's prepaid expenses and other current assets as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Finished goods inventories 35,610 42,305 Prepaid expenses 46,022 49,134 Income taxes receivable 13,755 32,483 Value-added tax receivable 6,230 14,305 Other 11,818 15,478 Total prepaid expenses and other current assets $ 113,435 $ 153,705 The following summarizes the Partnership's prepaid expenses and other current assets as of December 31, 2015: (in thousands) December 31, 2015 Finished goods inventories $ 19,113 Prepaid expenses 13,288 Restricted cash 16,367 Total prepaid expenses and other current assets $ 48,768 |
Schedule of Accrued Liabilities [Table Text Block] | The following table summarizes the Company's accrued expenses and other current liabilities as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Refunds reserve 33,921 35,297 Compensation and benefits 60,727 50,454 Customer credits 44,092 32,293 Restructuring-related liabilities 17,193 11,556 Income taxes payable 11,124 13,885 Deferred revenue 36,491 40,396 Current portion of capital lease obligations 28,889 26,776 Other (1) 150,644 192,067 Total accrued expenses and other current liabilities $ 383,081 $ 402,724 The following summarizes the Partnership's accrued expenses and other current liabilities as of December 31, 2015: (in thousands) December 31, 2015 Customer credits $ 2,668 Refunds 597 Accrued compensation and benefits 7,021 Deferred revenue 3,545 Other 7,623 Total accrued expenses and other current liabilities $ 21,454 |
MH Commitments and Contingenc63
MH Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2016 , the future payments under operating leases and capital leases for each of the next five years and thereafter are as follows (in thousands): Capital Leases Operating Leases 2017 $ 29,982 $ 48,693 2018 16,011 39,535 2019 3,779 27,651 2020 — 23,900 2021 — 20,234 Thereafter — 68,093 Total minimum lease payments 49,772 $ 228,106 Less: Amount representing interest (1,164 ) Present value of net minimum capital lease payments 48,608 Less: Current portion of capital lease obligations (28,889 ) Total long-term capital lease obligations $ 19,719 As of December 31, 2015, future payments under non-cancelable operating leases (including rent escalation clauses but excluding a proportionate share of operating expenses) were as follows: (in thousands) Years Ended December 31, Operating Leases 2016 $ 7,055 2017 3,493 Thereafter — Total $ 10,548 |
MH Income Taxes (Tables)
MH Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of pretax income (loss) from continuing operations for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ (122,333 ) $ (100,445 ) $ (20,057 ) International (63,537 ) (7,871 ) 17,308 Income (loss) before provision (benefit) for income taxes $ (185,870 ) $ (108,316 ) $ (2,749 ) Domestic and foreign components of loss from operations before income taxes are presented below: (in thousands) Period from May 27, 2015 through December 31, 2015 Earnings before income taxes - U.S. $ 196 Loss before income taxes - Korea (108,115 ) Total loss before income taxes $ (107,919 ) |
Provision (benefit) for income taxes [Table Text Block] | The provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Continuing Operations $ (2,547 ) $ (19,145 ) $ 15,724 Discontinued Operations — 48,028 — Total $ (2,547 ) $ 28,883 $ 15,724 The provision for income taxes in the Republic of Korea consists of the following: (in thousands) Period from May 27, 2015 through December 31, 2015 Current income tax provision (benefit) $ — Deferred income tax provision (benefit) — Total provision (benefit) for income taxes $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 and 2014 were as follows (in thousands): Year Ended December 31, 2016 2015 2014 U.S. federal income tax provision (benefit) at statutory rate $ (65,055 ) $ (37,911 ) $ (962 ) Foreign income and losses taxed at different rates (1) 11,256 3,226 (5,416 ) State income taxes, net of federal benefits, and state tax credits (4,694 ) (16,382 ) (12,851 ) Change in valuation allowances 16,184 48,215 19,094 Effect of foreign and state rate changes on deferred items 7,135 (117 ) 178 Tax effects of intercompany transactions 853 12,448 25,081 Adjustments related to uncertain tax positions (4,899 ) (14,877 ) (12,334 ) Non-deductible stock-based compensation expense 7,291 5,408 4,256 Tax shortfalls, net of excess tax benefits, on stock-based compensation awards (2) 12,585 — — Non-deductible (or non-taxable) change in fair value of investment 4,484 (334 ) — Federal research and development credits (8,547 ) (14,636 ) (4,430 ) Taxable forgiveness of intercompany liabilities 15,187 — — Deductions for investments in subsidiaries that have ceased operations (645 ) (4,924 ) — Non-taxable gains on business dispositions (3,481 ) (5,070 ) — Non-deductible or non-taxable items 9,799 5,809 3,108 Provision (benefit) for income taxes $ (2,547 ) $ (19,145 ) $ 15,724 (1) Tax rates in foreign jurisdictions are generally lower than the U.S. federal statutory rate. This results in a decrease to the benefit for income taxes in this rate reconciliation for the years ended December 31, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in those foreign jurisdictions. (2) The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. See Note 2, Summary of Significant Accounting Policies , for more information about ASU 2016-09. The items accounting for differences between the income tax provision or benefit computed at the applicable Korean statutory rate of 11% and the provision for income taxes for the period from May 27, 2015 through December 31, 2015 are as follows: (in thousands) Period from May 27, 2015 through December 31, 2015 Income tax benefit at statutory rate $ (11,871 ) Change in valuation allowance 11,834 Other 37 Total provision (benefit) for income taxes $ — |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The deferred income tax assets and liabilities consisted of the following components as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Deferred tax assets: Accrued expenses and other liabilities $ 50,723 $ 52,250 Stock-based compensation 7,320 8,328 Net operating loss and tax credit carryforwards 219,584 207,581 Intangible assets, net 11,833 17,758 Investments 1,080 — Unrealized foreign currency exchange losses 9,922 7,761 Other 1,155 2,080 Total deferred tax assets 301,617 295,758 Less valuation allowances (248,270 ) (230,288 ) Deferred tax assets, net of valuation allowance 53,347 65,470 Deferred tax liabilities: Investments — (13,782 ) Prepaid expenses and other assets (10,402 ) (1,881 ) Property, equipment and software, net (22,397 ) (29,664 ) Convertible senior notes (4,529 ) — Deferred revenue (15,003 ) (25,301 ) Total deferred tax liabilities (52,331 ) (70,628 ) Net deferred tax asset (liability) $ 1,016 $ (5,158 ) (in thousands) Period from May 27, 2015 through December 31, 2015 Income tax benefit at statutory rate $ (11,871 ) Change in valuation allowance 11,834 Other 37 Total provision (benefit) for income taxes $ — Deferred income tax assets and liabilities of the Partnership's Korean subsidiaries, which include net operating losses generated prior to the Partnership's acquisition of those subsidiaries, consisted of the following: (in thousands) December 31, 2015 Deferred tax assets: Accrued expenses and other liabilities $ 2,323 Net operating loss and tax credit carryforwards 30,183 Property, equipment and software, net 120 Other 26 Total deferred tax assets 32,652 Less valuation allowances (20,319 ) Deferred tax assets, net of valuation allowance 12,333 Deferred tax liabilities: Intangible assets, net 12,256 Other 77 Deferred tax liabilities 12,333 Net deferred tax asset (liability) $ — |
Summary of Significant Accoun65
Summary of Significant Accounting Policies Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash [Abstract] | ||
Restricted Cash and Cash Equivalents, Current | $ 5.8 | $ 4.7 |
Restricted Cash and Cash Equivalents, Noncurrent | $ 6.2 | $ 6.2 |
Summary of Significant Accoun66
Summary of Significant Accounting Policies Internal Use Software Life (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Minimum [Member] | Internally-developed software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Summary of Significant Accoun67
Summary of Significant Accounting Policies Foreign Currency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign Currency [Abstract] | |||
Foreign exchange (losses) gains, net | $ 12,213 | $ 23,799 | $ 31,499 |
Summary of Significant Accoun68
Summary of Significant Accounting Policies Adoption of New Accounting Standards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cumulative Effect on Retained Earnings, Net of Tax | $ 3,131 | ||
Prior Period Reclassification Adjustment | $ 7,600 | $ 16,000 | |
Retained Earnings (Accumulated Deficit) [Member] | |||
Cumulative Effect on Retained Earnings, Net of Tax | $ 3,131 |
Summary of Significant Accoun69
Summary of Significant Accounting Policies Recently Issued Accounting Standards (Details) $ in Millions | Jan. 01, 2017USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Estimated Cumulative Effect Adjustment to Accumulated Deficit | $ 3 |
Discontinued Operations and O70
Discontinued Operations and Other Dispositions (Details) - USD ($) $ in Thousands | Nov. 28, 2016 | Aug. 05, 2016 | May 09, 2016 | Apr. 12, 2016 | Aug. 06, 2015 | May 27, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 12, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 202,158 | $ 0 | ||||||||||||
Third party and other | $ 1,303,546 | 1,372,533 | 1,501,011 | |||||||||||
Direct | 1,839,808 | 1,746,983 | 1,541,112 | |||||||||||
Cost of Services | (171,728) | (188,932) | (203,058) | |||||||||||
Cost of Goods Sold | (1,614,723) | (1,545,519) | (1,373,756) | |||||||||||
Marketing Expense | (362,951) | (254,335) | (241,954) | |||||||||||
Selling, General and Administrative Expense | (1,066,168) | (1,192,792) | (1,191,385) | |||||||||||
Other Nonoperating Income (Expense) | 76,107 | 28,539 | 33,450 | |||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (31,280) | (45,446) | ||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | (48,028) | 0 | |||||||||||
Income (loss) from discontinued operations, net of tax | 0 | 122,850 | [1] | (45,446) | ||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 5,700 | |||||||||||||
Gain (Loss) on Disposition of Business | 11,711 | 13,710 | 0 | |||||||||||
Ticket Monster [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 202,200 | |||||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 154,100 | $ 154,100 | ||||||||||||
Net Book Value | $ 184,300 | |||||||||||||
Consideration received upon divestiture of a consolidated subsidiary | 398,800 | |||||||||||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 285,000 | |||||||||||||
Professional Fees | $ 8,300 | |||||||||||||
Groupon Russia [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net Book Value | $ (1,600) | |||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 7,700 | |||||||||||||
Gain (Loss) on Disposition of Business | 8,900 | |||||||||||||
Professional Fees | $ 400 | |||||||||||||
Breadcrumb [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 8,300 | |||||||||||||
Net Book Value | $ 7,800 | |||||||||||||
Gain (Loss) on Disposition of Business | 400 | |||||||||||||
Professional Fees | $ 100 | |||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 8,200 | |||||||||||||
Groupon Indonesia [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,700 | 2,700 | ||||||||||||
Net Book Value | $ 100 | |||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 200 | |||||||||||||
Gain (Loss) on Disposition of Business | 2,100 | |||||||||||||
Professional Fees | 300 | |||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | 2,400 | |||||||||||||
Groupon India [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net Book Value | $ 1,400 | |||||||||||||
Gain (Loss) on Disposition of Business | 13,700 | |||||||||||||
Professional Fees | 1,300 | |||||||||||||
Guaranteed Benefit Liability, Net | 900 | |||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 14,200 | |||||||||||||
Groupon Malaysia [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 2,500 | |||||||||||||
Net Book Value | $ 800 | |||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 1,200 | |||||||||||||
Gain (Loss) on Disposition of Business | 300 | |||||||||||||
Professional Fees | 200 | |||||||||||||
Noncash or Part Noncash Divestiture, Amount of Consideration Received | $ 2,300 | |||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Third party and other | 28,145 | 126,528 | ||||||||||||
Direct | 39,065 | 23,037 | ||||||||||||
Cost of Services | (13,958) | (38,827) | ||||||||||||
Cost of Goods Sold | (38,031) | (26,861) | ||||||||||||
Marketing Expense | (8,495) | (27,089) | ||||||||||||
Selling, General and Administrative Expense | (38,102) | (102,331) | ||||||||||||
Other Nonoperating Income (Expense) | 96 | 97 | ||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | (12,313) | 0 | |||||||||||
Groupon India [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 900 | |||||||||||||
Monster LP [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 0 | $ 122,075 | $ 0 | |||||||||||
Groupon India [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 16,400 | |||||||||||||
Current and Deferred Income Tax Effects [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 74,800 | |||||||||||||
Tax Benefit from Deferred Tax Asset Recognition [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | $ (26,800) | |||||||||||||
[1] | The income from discontinued operations, net of tax, for the year ended December 31, 2015 includes the results of Ticket Monster through the disposition date of May 27, 2015. |
Business Combinations Business
Business Combinations Business Combinations (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)business | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | ||
Business Acquisition [Line Items] | ||||
Number of Other Businesses Acquired | 2 | |||
Business Combination, External Transaction Costs | $ 1,600 | $ 1,600 | $ 3,700 | |
Number of Businesses Acquired | 3 | 7 | 6 | |
Current Fiscal Year End Date | --12-31 | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Cash and Equivalents | $ 2,300 | |||
Goodwill | 283,962 | $ 287,332 | $ 236,756 | |
OrderUp, Inc. [Member] | ||||
Consideration Transferred [Abstract] | ||||
Payments to Acquire Businesses, Gross | 68,749 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 9,605 | |||
Business Combination, Consideration Transferred | 78,354 | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Cash and Equivalents | 2,264 | |||
Business Combination, Current Assets, Receivables | 1,377 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 404 | |||
Business Combination, Property, Plant, and Equipment | 24 | |||
Goodwill | 60,080 | |||
Business Combination, Other Noncurrent Assets | 31 | |||
Business Combination, Assets | 84,930 | |||
Business Combination, Current Liabilities, Accounts Payable | 901 | |||
Business Combination, Accrued Merchant and Supplier Payables | 1,021 | |||
Business Combinations, Accrued Expenses | 2,918 | |||
Business Combination, Deferred Tax Liabilities Noncurrent | 1,715 | |||
Business Combination, Noncurrent Liabilities, Other | 21 | |||
Business Combination, Liabilities | 6,576 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 78,354 | |||
OrderUp, Inc. [Member] | Customer Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 5,600 | ||
OrderUp, Inc. [Member] | Merchant Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 1,100 | ||
OrderUp, Inc. [Member] | Developed Technology [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 11,300 | ||
OrderUp, Inc. [Member] | Trade names [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 900 | ||
OrderUp, Inc. [Member] | Other Intangible Assets [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 1,850 | ||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Businesses Acquired | 6 | 4 | ||
Common stock issued in connection with acquisition of business, shares | shares | 1,429,897 | |||
Consideration Transferred [Abstract] | ||||
Payments to Acquire Businesses, Gross | $ 5,744 | $ 17,364 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 11,110 | |||
Business Combination, Contingent Consideration | 4,388 | |||
Liability for purchase consideration | 250 | |||
Business Combination, Consideration Transferred | 5,994 | 32,862 | ||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Cash and Equivalents | 248 | |||
Goodwill | 2,898 | 27,150 | ||
Business Combination, Deferred Tax Liabilities Noncurrent | 398 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 5,994 | 32,862 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (647) | (396) | ||
Series of Individually Immaterial Business Acquisitions [Member] | Customer Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 1,016 | 2,555 | |
Series of Individually Immaterial Business Acquisitions [Member] | Merchant Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 809 | ||
Series of Individually Immaterial Business Acquisitions [Member] | Developed Technology [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 1,339 | 3,372 | |
Series of Individually Immaterial Business Acquisitions [Member] | Brand Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 296 | 579 | |
Series of Individually Immaterial Business Acquisitions [Member] | Other Intangible Assets [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 283 | ||
OrderUp, Inc. [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Cash and Equivalents | 15,479 | |||
Business Combination, Current Assets, Receivables | 3,652 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,399 | |||
Business Combination, Property, Plant, and Equipment | 1,075 | |||
Goodwill | 528 | |||
Business Combination, Other Noncurrent Assets | 5,495 | |||
Business Combination, Assets | 51,028 | |||
Business Combination, Current Liabilities, Accounts Payable | 2,184 | |||
Business Combination, Accrued Merchant and Supplier Payables | 18,498 | |||
Business Combinations, Accrued Expenses | 25,854 | |||
Business Combination, Noncurrent Liabilities, Other | 4,492 | |||
Business Combination, Liabilities | 51,028 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 0 | |||
OrderUp, Inc. [Member] | Customer Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [3] | 16,200 | ||
OrderUp, Inc. [Member] | Merchant Relationships [Member] | ||||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [3] | $ 2,700 | ||
OrderUp, Inc. [Member] | Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [3] | $ 2,500 | ||
OrderUp, Inc. [Member] | Trade names [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [3] | $ 1,000 | ||
OrderUp, Inc. [Member] | Merchant Relationships, Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
OrderUp [Member] | Trade names [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
OrderUp [Member] | Other Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||
OrderUp [Member] | Subscriber relationships, member relationships, developed technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Ticket Monster [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in connection with acquisition of business, shares | shares | 13,825,283 | |||
Consideration Transferred [Abstract] | ||||
Payments to Acquire Businesses, Gross | 96,496 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 162,862 | |||
Business Combination, Consideration Transferred | 259,358 | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Cash and Equivalents | 24,768 | |||
Business Combination, Current Assets, Receivables | 17,732 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 829 | |||
Business Combination, Property, Plant, and Equipment | 5,944 | |||
Goodwill | 218,692 | |||
Business Combination, Other Noncurrent Assets | 3,033 | |||
Business Combination, Assets | 381,356 | |||
Business Combination, Current Liabilities, Accounts Payable | 5,951 | |||
Business Combination, Accrued Merchant and Supplier Payables | 82,934 | |||
Business Combinations, Accrued Expenses | 26,182 | |||
Business Combination, Deferred Tax Liabilities Noncurrent | 1,264 | |||
Business Combination, Noncurrent Liabilities, Other | 5,667 | |||
Business Combination, Liabilities | 121,998 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 259,358 | |||
Business Combination, Current Assets, Deferred Income Taxes | $ 1,264 | |||
Ticket Monster [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 57,022 | ||
Ticket Monster [Member] | Merchant Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 32,176 | ||
Ticket Monster [Member] | Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 571 | ||
Ticket Monster [Member] | Trade names [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 19,325 | ||
Ideeli [Member] | ||||
Consideration Transferred [Abstract] | ||||
Business Combination, Consideration Transferred | 42,700 | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Cash and Equivalents | 79 | |||
Business Combination, Current Assets, Receivables | 988 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 22,081 | |||
Business Combination, Property, Plant, and Equipment | 8,173 | |||
Goodwill | 4,203 | |||
Business Combination, Assets | 62,131 | |||
Business Combination, Current Liabilities, Accounts Payable | 1,640 | |||
Business Combination, Accrued Merchant and Supplier Payables | 4,092 | |||
Business Combinations, Accrued Expenses | 9,600 | |||
Business Combination, Deferred Tax Liabilities Noncurrent | 348 | |||
Business Combination, Noncurrent Liabilities, Other | 3,753 | |||
Business Combination, Liabilities | 19,433 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 42,698 | |||
Business Combination, Deferred Tax Assets Noncurrent | $ 9,517 | |||
Ideeli [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 5,490 | ||
Ideeli [Member] | Brand Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 7,100 | ||
Ideeli [Member] | Trade names [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Purchase Price Allocation [Abstract] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 4,500 | ||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Maximum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | ||
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Minimum [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | ||
[1] | The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. | |||
[2] | Acquired intangible assets have estimated useful lives of between 1 and 5 years. | |||
[3] | (1)The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. |
Business Combinations Busines72
Business Combinations Business Acquisitions, Pro Forma Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | $ 2,300 | $ 2,300 | |||
Goodwill | 283,962 | 283,962 | $ 287,332 | $ 236,756 | |
LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | 15,479 | 15,479 | |||
Business Acquisition, Pro Forma Revenue | 3,200,170 | 3,264,789 | |||
Business Acquisition, Pro Forma Net Income (Loss) | (199,895) | (110,680) | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 9,300 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 4,300 | ||||
Business Combination, Current Assets, Receivables | 3,652 | 3,652 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,399 | 2,399 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,075 | 1,075 | |||
Goodwill | 528 | 528 | |||
Business Combination, Other Noncurrent Assets | 5,495 | 5,495 | |||
Business Combination, Assets | 51,028 | 51,028 | |||
Business Combination, Current Liabilities, Accounts Payable | 2,184 | 2,184 | |||
Business Combination, Accrued Merchant and Supplier Payables | 18,498 | 18,498 | |||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 25,854 | 25,854 | |||
Business Combination, Noncurrent Liabilities, Other | 4,492 | 4,492 | |||
Business Combination, Liabilities | 51,028 | 51,028 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 0 | 0 | |||
OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | 2,264 | ||||
Business Combination, Current Assets, Receivables | 1,377 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 404 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 24 | ||||
Goodwill | 60,080 | ||||
Business Combination, Other Noncurrent Assets | 31 | ||||
Business Combination, Assets | 84,930 | ||||
Business Combination, Current Liabilities, Accounts Payable | 901 | ||||
Business Combination, Accrued Merchant and Supplier Payables | 1,021 | ||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 2,918 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 1,715 | ||||
Business Combination, Noncurrent Liabilities, Other | 21 | ||||
Business Combination, Liabilities | 6,576 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 78,354 | ||||
Ticket Monster [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | 24,768 | ||||
Business Combination, Current Assets, Receivables | 17,732 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 829 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,944 | ||||
Goodwill | 218,692 | ||||
Business Combination, Other Noncurrent Assets | 3,033 | ||||
Business Combination, Assets | 381,356 | ||||
Business Combination, Current Liabilities, Accounts Payable | 5,951 | ||||
Business Combination, Accrued Merchant and Supplier Payables | 82,934 | ||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 26,182 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 1,264 | ||||
Business Combination, Noncurrent Liabilities, Other | 5,667 | ||||
Business Combination, Liabilities | 121,998 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 259,358 | ||||
Ideeli [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Cash and Equivalents | 79 | ||||
Business Combination, Current Assets, Receivables | 988 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 22,081 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 8,173 | ||||
Goodwill | 4,203 | ||||
Business Combination, Assets | 62,131 | ||||
Business Combination, Current Liabilities, Accounts Payable | 1,640 | ||||
Business Combination, Accrued Merchant and Supplier Payables | 4,092 | ||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 9,600 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 348 | ||||
Business Combination, Noncurrent Liabilities, Other | 3,753 | ||||
Business Combination, Liabilities | 19,433 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 42,698 | ||||
Customer Relationships [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 16,200 | 16,200 | ||
Customer Relationships [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 5,600 | |||
Customer Relationships [Member] | Ticket Monster [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 57,022 | |||
Customer Relationships [Member] | Ideeli [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 5,490 | |||
Merchant Relationships [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 2,700 | 2,700 | ||
Merchant Relationships [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 1,100 | |||
Merchant Relationships [Member] | Ticket Monster [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 32,176 | |||
Developed Technology [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | 2,500 | 2,500 | ||
Developed Technology [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 11,300 | |||
Developed Technology [Member] | Ticket Monster [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 571 | |||
Trade names [Member] | LivingSocial, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 1,000 | $ 1,000 | ||
Trade names [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 900 | |||
Trade names [Member] | Ticket Monster [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 19,325 | |||
Trade names [Member] | Ideeli [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 4,500 | |||
Other Intangible Assets [Member] | OrderUp, Inc. [Member] | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [3] | $ 1,850 | |||
[1] | (1)The estimated useful lives of the acquired intangible assets are 1 year for developed technology, 4 years for trade name and 3 years for merchant relationships and customer relationships. | ||||
[2] | The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. | ||||
[3] | Acquired intangible assets have estimated useful lives of between 1 and 5 years. |
Property, Equipment and Softw73
Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | $ 519,956 | $ 484,441 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (348,950) | (285,544) | ||
Property, equipment and software, net | 171,006 | 198,897 | ||
Capital Leased Assets, Gross | 104,300 | 86,700 | ||
Depreciation, Depletion and Amortization | 118,720 | 113,048 | $ 94,145 | |
Capitalized Computer Software, Amortization | 55,000 | 50,000 | 42,100 | |
Capital Leases, Income Statement, Amortization Expense | 29,800 | 24,200 | 7,200 | |
Internally-Developed Software, Net Carrying Amount | 70,500 | 69,600 | ||
Warehouse equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 4,863 | 4,838 | ||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 15,136 | 15,837 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 47,115 | 45,543 | ||
Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 3,539 | 3,916 | ||
Software and Software Development Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | 35,951 | 40,029 | ||
Computer hardware [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | [1] | 200,215 | 185,676 | |
Internally-developed software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Gross | [2] | 213,137 | 188,602 | |
Selling, General and Administrative Expenses [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | 86,780 | 87,476 | 80,304 | |
Sales Revenue, Services, Net [Member] | Cost of Sales [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | 21,277 | 16,299 | 9,028 | |
Direct [Member] | Cost of Sales [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 10,663 | $ 9,273 | $ 4,813 | |
[1] | (1)Includes computer hardware acquired under capital leases of $104.3 million and $86.7 million as of December 31, 2016 and 2015, respectively. | |||
[2] | (2)The net carrying amount of internally-developed software was $70.5 million and $69.6 million as of December 31, 2016 and 2015, respectively. |
Goodwill and Other Intangible74
Goodwill and Other Intangible Assets Goodwill Activity by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 287,332 | $ 236,756 |
Goodwill, Acquired During Period | 1,199 | 62,978 |
Goodwill, Written off Related to Sale of Business Unit | (1,846) | (975) |
Goodwill, other adjustments | (2,723) | (11,427) |
Goodwill, end of period | 283,962 | 287,332 |
North America [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 178,746 | 116,718 |
Goodwill, Acquired During Period | 1,199 | 62,029 |
Goodwill, Written off Related to Sale of Business Unit | (1,260) | 0 |
Goodwill, other adjustments | 0 | (1) |
Goodwill, end of period | 178,685 | 178,746 |
EMEA [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 92,063 | 102,179 |
Goodwill, Acquired During Period | 0 | 0 |
Goodwill, Written off Related to Sale of Business Unit | 0 | 0 |
Goodwill, other adjustments | (2,480) | (10,116) |
Goodwill, end of period | 89,583 | 92,063 |
ROW [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 16,523 | 17,859 |
Goodwill, Acquired During Period | 0 | 949 |
Goodwill, Written off Related to Sale of Business Unit | (586) | (975) |
Goodwill, other adjustments | (243) | (1,310) |
Goodwill, end of period | $ 15,694 | $ 16,523 |
Goodwill and Other Intangible75
Goodwill and Other Intangible Assets Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | $ 161,385 | $ 138,566 |
Accumulated Amortization, Intangible Assets | 118,470 | 102,083 |
Net Carrying Value, Intangible Assets | 42,915 | 36,483 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 67,620 | 52,204 |
Accumulated Amortization, Intangible Assets | 48,282 | 43,725 |
Net Carrying Value, Intangible Assets | 19,338 | 8,479 |
Merchant Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 12,103 | 9,648 |
Accumulated Amortization, Intangible Assets | 8,563 | 8,064 |
Net Carrying Value, Intangible Assets | 3,540 | 1,584 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 11,903 | 11,013 |
Accumulated Amortization, Intangible Assets | 8,373 | 7,396 |
Net Carrying Value, Intangible Assets | 3,530 | 3,617 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 38,457 | 37,103 |
Accumulated Amortization, Intangible Assets | 30,266 | 25,436 |
Net Carrying Value, Intangible Assets | 8,191 | 11,667 |
Brand Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 7,960 | 7,960 |
Accumulated Amortization, Intangible Assets | 4,665 | 3,073 |
Net Carrying Value, Intangible Assets | 3,295 | 4,887 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 17,259 | 15,774 |
Accumulated Amortization, Intangible Assets | 14,020 | 11,810 |
Net Carrying Value, Intangible Assets | 3,239 | 3,964 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value, Intangible Assets | 6,083 | 4,864 |
Accumulated Amortization, Intangible Assets | 4,301 | 2,579 |
Net Carrying Value, Intangible Assets | $ 1,782 | $ 2,285 |
Goodwill and Other Intangible76
Goodwill and Other Intangible Assets Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 18,948 | $ 19,922 | $ 20,896 |
Finite-Lived Intangible Assets, Net, Amortization Expense [Abstract] | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 20,629 | 20 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 14,668 | 19 | |
2,019 | 6,566 | 15 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 898 | 12 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 154 | 12 | |
Thereafter | 0 | 35 | |
Total - Finite Lived Intangible Asset, Amortization Expense | $ 42,915 | $ 111 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Investments Investments Table (
Investments Investments Table (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 82,584 | $ 130,725 | $ 0 | $ 0 |
Available-for-sale securities | 27,482 | 32,950 | ||
Cost Method Investments | 31,816 | 14,561 | ||
Equity Method Investments | 82,584 | 130,725 | ||
Investments | $ 141,882 | $ 178,236 | ||
Maximum [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-Sale Securities, Ownership Percentage | 25.00% | 25.00% | ||
Cost Method Ownership Percentage | 19.00% | 10.00% | ||
Equity Method Investment, Ownership Percentage | 45.00% | |||
Minimum [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-Sale Securities, Ownership Percentage | 19.00% | 17.00% | ||
Cost Method Ownership Percentage | 1.00% | 2.00% | ||
Equity Method Investment, Ownership Percentage | 41.00% | 43.00% | ||
Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 202,241 | $ 305,179 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 130,725 | ||
Contingent Consideration, Fair Value Disclosure | 14,588 | 10,781 | ||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | 202,241 | 305,179 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | |||
Contingent Consideration, Fair Value Disclosure | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | |||
Contingent Consideration, Fair Value Disclosure | 0 | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 130,725 | ||
Contingent Consideration, Fair Value Disclosure | 14,588 | 10,781 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 10,038 | 10,116 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 10,038 | 10,116 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 17,444 | 22,834 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 0 | 0 | ||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 17,444 | 22,834 | ||
Redeemable preferred shares [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | 17,444 | 22,834 | ||
Convertible debt securities [Member] | ||||
Schedule of Cost and Equity Method Investments [Line Items] | ||||
Available-for-sale securities | $ 10,038 | $ 10,116 |
Investments Available-for-sale
Investments Available-for-sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | ||
Schedule of Available-for-sale Securities [Line Items] | ||||
Available-for-sale Securities, Amortized Cost Basis | $ 26,828 | $ 32,207 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1,691 | 882 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 1,037 | [1] | 139 | |
Available-for-sale securities | 27,482 | $ 32,950 | ||
Maximum [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 45.00% | |||
Convertible debt securities [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Available-for-sale Securities, Amortized Cost Basis | 8,453 | $ 9,234 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1,691 | 882 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 106 | 0 | ||
Available-for-sale securities | 10,038 | 10,116 | ||
Redeemable preferred shares [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Available-for-sale Securities, Amortized Cost Basis | 18,375 | 22,973 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 931 | [1] | 139 | |
Available-for-sale securities | 17,444 | $ 22,834 | ||
Loss Position Greater than 1 Year [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | [1] | $ 100 | ||
[1] | (1)As of December 31, 2016, available-for-sale securities with an unrealized loss have been in a loss position for less than 12 months, except for one security in a loss position of $0.1 million. As of December 31, 2015, available-for-sale securities with an unrealized loss had been in a loss position for less than 12 months. |
Investments Monster LP Transact
Investments Monster LP Transaction (Details) - USD ($) $ in Thousands | May 27, 2015 | Feb. 14, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 01, 2017 | |
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||||||||||||||
Current Fiscal Year End Date | --12-31 | ||||||||||||||||
Equity Method Investments | $ 82,584 | $ 130,725 | $ 130,725 | $ 130,725 | $ 82,584 | $ 130,725 | |||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (48,141) | (2,943) | $ 0 | ||||||||||||||
Total revenue | 934,885 | $ 720,468 | $ 756,030 | $ 731,971 | 917,170 | $ 713,595 | $ 738,395 | $ 750,356 | 3,143,354 | 3,119,516 | 3,042,123 | ||||||
Gross profit | 369,870 | $ 314,117 | $ 333,588 | $ 339,328 | 371,740 | 328,912 | $ 337,007 | $ 347,406 | 1,356,903 | 1,385,065 | 1,465,309 | ||||||
Assets, Current | 1,091,936 | 1,075,242 | 1,075,242 | 1,075,242 | 1,091,936 | 1,075,242 | |||||||||||
Other non-current assets | 24,445 | 16,620 | 16,620 | 16,620 | 24,445 | 16,620 | |||||||||||
Liabilities, Current | 1,213,051 | 1,203,525 | 1,203,525 | 1,203,525 | 1,213,051 | 1,203,525 | |||||||||||
Other non-current liabilities | 100,054 | 113,540 | 113,540 | 113,540 | 100,054 | 113,540 | |||||||||||
Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | $ 350,000 | ||||||||||||||||
Preferred Stock, Liquidation Preference, Value | 1,116,000 | 1,116,000 | 1,116,000 | 1,116,000 | |||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 0.00% | ||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | ||||||||||||||||
Total revenue | 83,897 | ||||||||||||||||
Gross profit | (18,986) | ||||||||||||||||
Assets, Current | 152,352 | 152,352 | 152,352 | 152,352 | |||||||||||||
Other non-current assets | 5,943 | 5,943 | 5,943 | 5,943 | |||||||||||||
Liabilities, Current | 277,490 | 277,490 | 277,490 | 277,490 | |||||||||||||
Other non-current liabilities | 5,125 | 5,125 | 5,125 | $ 5,125 | |||||||||||||
Capital Unit, Class A [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | $ 285,000 | $ 10,000 | |||||||||||||||
Partners' Capital Account, Units, Sale of Units | 70,000,000 | 2,000,000 | |||||||||||||||
Preferred Stock, Liquidation Preference, Value | 486,000 | 486,000 | 486,000 | $ 486,000 | |||||||||||||
Capital Units, Class C [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Stock or Units Available for Distributions | 20,321,839 | 20,321,839 | |||||||||||||||
Capital Unit, Class A-1 [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | 65,000 | ||||||||||||||||
Capital Unit, Class B [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Proceeds from Sale of Interest in Partnership Unit | 4,800 | $ 4,800 | |||||||||||||||
Realized Investment Gains (Losses) | $ 100 | ||||||||||||||||
Partners' Capital Account, Units, Sale of Units | 64,000,000 | 2,515,461 | 2,529,998 | ||||||||||||||
Minimum [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 703,000 | $ 703,000 | 703,000 | 703,000 | |||||||||||||
Minimum [Member] | Capital Units, Class C [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | 680,000 | 680,000 | 680,000 | 680,000 | |||||||||||||
Minimum [Member] | Capital Unit, Class B [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | 486,000 | 486,000 | 486,000 | 486,000 | |||||||||||||
Maximum [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | 1,116,000 | 1,116,000 | 1,116,000 | 1,116,000 | |||||||||||||
Maximum [Member] | Capital Units, Class C [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | 703,000 | 703,000 | 703,000 | 703,000 | |||||||||||||
Maximum [Member] | Capital Unit, Class B [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Preferred Stock, Liquidation Preference, Value | 680,000 | 680,000 | 680,000 | 680,000 | |||||||||||||
Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Equity Method Investments | $ 122,100 | 78,700 | 114,000 | 114,000 | 114,000 | 78,700 | 114,000 | ||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 0 | 122,075 | $ 0 | ||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 0.00% | ||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | ||||||||||||||||
Fair Value Inputs, Discount Rate | 22.00% | ||||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 35,400 | 3,400 | |||||||||||||||
Total revenue | [1] | 83,897 | 216,119 | ||||||||||||||
Gross profit | [1] | (18,986) | 24,774 | ||||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | [1] | (107,919) | (153,882) | ||||||||||||||
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | [1] | (107,919) | (153,882) | ||||||||||||||
Assets, Current | 171,721 | 152,352 | 152,352 | 152,352 | 171,721 | 152,352 | |||||||||||
Other non-current assets | 466,004 | 483,896 | 483,896 | 483,896 | 466,004 | 483,896 | |||||||||||
Liabilities, Current | 345,469 | 277,490 | 277,490 | 277,490 | 345,469 | 277,490 | |||||||||||
Other non-current liabilities | $ 22,945 | $ 5,125 | $ 5,125 | $ 5,125 | $ 22,945 | $ 5,125 | |||||||||||
Subsequent Event [Member] | Monster LP [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Fair-Value Option Investments, Recapitalization Transaction, Ownership Percentage | 0.00% | ||||||||||||||||
Subsequent Event [Member] | Monster LP [Member] | Capital Unit, Class A-1 [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Fair-Value Option Investment, Recapitalization Transaction, Shares Issued | 16,609,195 | ||||||||||||||||
Fair-Value Option Investments, Recapitalization Transaction, Ownership Percentage | 0.00% | ||||||||||||||||
Fair-Value Option Investments, Recapitalization Transaction, Liquidation Preference | $ 85,000 | ||||||||||||||||
Subsequent Event [Member] | Monster LP [Member] | Capital Unit, Class B [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Fair-Value Option Investment, Recapitalization Transaction, Shares Exchanged | 61,484,539 | ||||||||||||||||
Subsequent Event [Member] | Monster LP [Member] | Minimum [Member] | Capital Unit, Class A-1 [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Stock or Units Available for Distributions | 950,000,000 | ||||||||||||||||
Subsequent Event [Member] | Monster LP [Member] | Maximum [Member] | Capital Unit, Class A-1 [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Stock or Units Available for Distributions | 1,494,000,000 | ||||||||||||||||
All Equityholders [Member] | Subsequent Event [Member] | Monster LP [Member] | Capital Unit, Class A-1 [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Fair-Value Option Investments, Recapitalization Transaction, Liquidation Preference | $ 150,000 | ||||||||||||||||
[1] | The summarized financial information is presented for the period beginning May 28, 2015, after completion of the Ticket Monster disposition transaction that resulted in the Company obtaining its minority limited partner interest in Monster LP. |
Investments GroupMax Transactio
Investments GroupMax Transaction (Details) - USD ($) $ in Thousands | Aug. 06, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 03, 2017 |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity Method Investments | $ 82,584 | $ 130,725 | $ 130,725 | $ 82,584 | $ 130,725 | ||||||||||
Current Fiscal Year End Date | --12-31 | ||||||||||||||
Assets, Current | 1,091,936 | 1,075,242 | 1,075,242 | $ 1,091,936 | 1,075,242 | ||||||||||
Other non-current assets | 24,445 | 16,620 | 16,620 | 24,445 | 16,620 | ||||||||||
Liabilities, Current | 1,213,051 | 1,203,525 | 1,203,525 | 1,213,051 | 1,203,525 | ||||||||||
Total revenue | 934,885 | $ 720,468 | $ 756,030 | $ 731,971 | 917,170 | $ 713,595 | $ 738,395 | $ 750,356 | 3,143,354 | 3,119,516 | $ 3,042,123 | ||||
Gross profit | $ 369,870 | $ 314,117 | $ 333,588 | $ 339,328 | 371,740 | $ 328,912 | $ 337,007 | $ 347,406 | $ 1,356,903 | 1,385,065 | 1,465,309 | ||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (48,141) | (2,943) | 0 | ||||||||||||
Notes Receivable, Related Parties | $ 1,200 | 1,200 | |||||||||||||
Other non-current liabilities | 100,054 | 113,540 | 113,540 | 100,054 | 113,540 | ||||||||||
GroupMax [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Equity Method Investments | $ 16,400 | 3,900 | 16,700 | 16,700 | 3,900 | 16,700 | |||||||||
Assets, Current | 3,383 | 3,501 | 3,501 | 3,383 | 3,501 | ||||||||||
Other non-current assets | 18,467 | 29,127 | 29,127 | 18,467 | 29,127 | ||||||||||
Liabilities, Current | 10,458 | 7,674 | 7,674 | 10,458 | 7,674 | ||||||||||
Total revenue | 578 | 3,024 | |||||||||||||
Gross profit | 235 | 2,570 | |||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | (11,479) | (15,701) | |||||||||||||
Proceeds from Contributed Capital | 17,000 | ||||||||||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 0 | 16,400 | $ 0 | ||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 65.00% | ||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.60% | ||||||||||||||
Preferred Stock, Shares Authorized | 376,096 | ||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 12,800 | 300 | |||||||||||||
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | (10,019) | (15,701) | |||||||||||||
Other non-current liabilities | $ 2,523 | $ 333 | $ 333 | $ 2,523 | $ 333 | ||||||||||
GroupMax [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Fair Value Inputs, Discount Rate | 20.00% | ||||||||||||||
Subsequent Event [Member] | GroupMax [Member] | |||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||
Proceeds from Contributed Capital | $ 3,000 | ||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 20,000 |
Investments Other Investments (
Investments Other Investments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 05, 2016 | May 09, 2016 | |
Investment [Line Items] | ||||||
Payments to Acquire Investments | $ 0 | $ 25,289 | $ 6,726 | |||
Convertible debt securities [Member] | ||||||
Investment [Line Items] | ||||||
Payments to Acquire Investments | 0 | |||||
Groupon Indonesia [Member] | ||||||
Investment [Line Items] | ||||||
Cost Method Ownership Percentage | 7.00% | |||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 2,700 | 2,700 | ||||
Groupon Malaysia [Member] | ||||||
Investment [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | 2,500 | |||||
Breadcrumb [Member] | ||||||
Investment [Line Items] | ||||||
Cost Method Ownership Percentage | 13.00% | |||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 8,300 | |||||
Convertible Preferred Stock [Member] | ||||||
Investment [Line Items] | ||||||
Payments to Acquire Investments | 18,400 | |||||
Convertible debt securities [Member] | ||||||
Investment [Line Items] | ||||||
Payments to Acquire Investments | $ 6,600 |
Supplemental Consolidated Bal82
Supplemental Consolidated Balance Sheet and Statement of Operations Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Interest and Other Income [Abstract] | ||||
Interest income | $ 2,053 | $ 1,219 | $ 1,416 | |
Interest expense | (15,684) | (3,001) | (883) | |
Impairments of investment | 0 | 0 | (2,036) | |
Loss on equity method investments | 0 | 0 | (459) | |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (48,141) | (2,943) | 0 | |
Foreign exchange (losses) gains, net | (12,213) | (23,799) | (31,499) | |
Other Noncash Income (Expense) | (2,122) | (15) | 11 | |
Other expense, net | (76,107) | (28,539) | (33,450) | |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Inventory, Finished Goods, Net of Reserves | 35,610 | 42,305 | ||
Prepaid Expense, Current | 46,022 | 49,134 | ||
Income taxes receivable | 13,755 | 32,483 | ||
VAT receivable | 6,230 | 14,305 | ||
Other | 11,818 | 15,478 | ||
Total prepaid expenses and other current assets | 113,435 | 153,705 | ||
Merchant and Supplier Payables [Abstract] | ||||
Accrued merchant payables | 451,284 | 471,607 | ||
Accrued supplier payables | [1] | 349,413 | 304,604 | |
Total accrued merchant and supplier payables | 800,697 | 776,211 | ||
Accrued Expenses [Abstract] | ||||
Customer Refund Liability, Current | 33,921 | 35,297 | ||
Payroll and benefits | 60,727 | 50,454 | ||
Customer credits | 44,092 | 32,293 | ||
Restructuring Reserve | 17,193 | 11,556 | 0 | |
Taxes Payable, Current | 11,124 | 13,885 | ||
Deferred revenue | 36,491 | 40,396 | ||
Capital lease obligations | 28,889 | 26,776 | ||
Other Accrued Liabilities, Current | 150,644 | 192,067 | ||
Total accrued expenses | 383,081 | 402,724 | ||
Liabilities, Noncurrent [Abstract] | ||||
Long-term tax liabilities | 41,772 | 46,506 | ||
Total long-term capital lease obligations | 19,719 | 30,943 | ||
Other | 38,563 | 36,091 | ||
Total other non-current liabilities | 100,054 | 113,540 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income, end of period | 51,206 | |||
Pension liability adjustment | 830 | (113) | (1,500) | |
Unrealized gain (loss) on available-for-sale debt security, net of tax | (70) | (41) | 621 | |
Other comprehensive income | 6,846 | 7,479 | 18,710 | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (493) | 12,221 | 831 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (5,700) | |||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, before Tax | 0 | 0 | 1,340 | |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI for Write-down of Securities, Tax | 0 | 0 | (509) | |
Reclassification Adjustment | 0 | 0 | 831 | |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax | 116 | 119 | 0 | |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax | (18) | (19) | 0 | |
Amortization of pension net actuarial loss (gains) to earnings | 98 | 100 | 0 | |
Accumulated other comprehensive income, end of period | 58,052 | 51,206 | ||
Estimated Litigation Liability, Noncurrent | 45,000 | |||
Exit Countries Excluding Korea [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (3,700) | |||
LivingSocial Korea, Inc. [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (4,400) | |||
Exit Countries [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (5,674) | (714) | 0 | |
Continuing Operations [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (6,265) | (906) | 0 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (192) | 0 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 7,725 | 19,589 | ||
Discontinued Operations, Disposed of by Sale [Member] | ||||
Interest and Other Income [Abstract] | ||||
Other expense, net | (96) | (97) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive income | 0 | 130,814 | (53,410) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 12,313 | 0 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 12,313 | 0 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 0 | (4,349) | (7,964) | |
Accumulated Translation Adjustment [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Foreign currency translation adjustments, end of period | 52,261 | 36,764 | 24,952 | |
Other comprehensive income | 5,988 | 15,497 | 11,812 | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (591) | 12,121 | 0 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 12,121 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 3,376 | 11,812 | ||
Foreign currency translation adjustments, end of period | 58,249 | 52,261 | 36,764 | |
Accumulated Translation Adjustment [Member] | Continuing Operations [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (591) | 0 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 6,579 | |||
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Unrealized loss on available-for-sale securities, net of tax, end of period | 458 | 499 | (122) | |
Unrealized gain (loss) on available-for-sale debt security, net of tax | (70) | (41) | (210) | |
Other comprehensive income | (70) | (41) | 621 | |
Reclassification Adjustment | 0 | 831 | ||
Unrealized loss on available-for-sale securities, net of tax, end of period | 388 | 458 | 499 | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, end of period | (1,513) | (1,500) | 0 | |
Pension liability adjustment | 830 | (113) | (1,500) | |
Other comprehensive income | 928 | (13) | (1,500) | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 98 | 100 | 0 | |
Accumulated other comprehensive income (loss), pension and other postretirement benefit plans, net of tax, end of period | (585) | (1,513) | (1,500) | |
AOCI Attributable to Parent [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income, end of period | 51,206 | 35,763 | 24,830 | |
Pension liability adjustment | (928) | 13 | 1,500 | |
Unrealized gain (loss) on available-for-sale debt security, net of tax | (70) | (41) | 621 | |
Accumulated other comprehensive income, end of period | 58,052 | 51,206 | 35,763 | |
Parent [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Pension liability adjustment | (928) | 13 | 1,500 | |
Unrealized gain (loss) on available-for-sale debt security, net of tax | (70) | (41) | 621 | |
Other comprehensive income (loss) before reclassification adjustments | 7,339 | 3,222 | 10,102 | |
Other comprehensive income | 6,846 | 15,443 | 10,933 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (493) | 831 | ||
Reclassification Adjustment | 12,221 | |||
Available-for-sale Securities [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Reclassification Adjustment | $ 0 | $ 0 | $ 831 | |
[1] | (1)Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. |
Financing Arrangements Revolvin
Financing Arrangements Revolving Credit Agreement - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Apr. 04, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||
Unrestricted cash covenant | $ 400 | |||
Line of Credit Facility, Cash Institution Covenant | $ 200 | |||
Letters of Credit Outstanding, Amount | 11.1 | $ 11.6 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45 | |||
Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||
Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | |||
Geographic Distribution, Domestic [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit, Secured, Outstanding Stock Percentage | 100.00% | |||
Geographic Distribution, Foreign [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit, Secured, Outstanding Stock Percentage | 65.00% | |||
Alternative Base Rate [Member] | Minimum [Member] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | |||
Alternative Base Rate [Member] | Maximum [Member] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% |
Financing Arrangements Conver84
Financing Arrangements Convertible Debt (Details) - USD ($) | May 09, 2016 | Apr. 04, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 185.1852 | |||||
Debt Instrument, Convertible, Conversion Price | $ 5.40 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 150.00% | |||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||
Debt Instrument, Interest Rate, Effective Percentage | 9.75% | |||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 6,800,000 | |||||
Debt Issuance Costs, Net | 4,800,000 | |||||
Convertible Debt, Fair Value Disclosures | 237,400,000 | |||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 5 years 3 months | |||||
Payments for Hedge, Financing Activities | 59,163,000 | $ 0 | $ 0 | |||
Proceeds from Debt, Net of Issuance Costs | $ 243,200,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | |||||
Hedging Activity, Shares Covered | 46,300,000 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 46,300,000 | |||||
Convertible Note Hedge, Strike Price | $ 5.40 | |||||
Proceeds from Issuance of Warrants | $ 35,495,000 | 0 | 0 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.50 | $ 8.50 | ||||
Share Price | $ 3.32 | |||||
Interest Expense, Debt, Excluding Amortization | $ 6,095,000 | |||||
Debt Instrument, Face Amount | 250,000,000 | |||||
Debt Instrument, Unamortized Discount | (71,005,000) | |||||
Convertible Notes Payable, Noncurrent | 178,995,000 | |||||
Amortization of Debt Discount (Premium) | 7,376,000 | $ 0 | $ 0 | |||
Interest Expense, Debt | 13,471,000 | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible Debt | $ 250,000,000 | |||||
Transaction Costs [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 2,000,000 | |||||
Excluding Transaction Costs [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payments for Hedge, Financing Activities | 59,100,000 | |||||
Additional Paid-in Capital [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 67,014,000 |
Commitments and Contingencies O
Commitments and Contingencies Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | |||
Operating Leases, Rent Expense | $ 50,100 | $ 49,200 | $ 51,200 |
Operating Leases, Income Statement, Sublease Revenue | 2,700 | $ 1,000 | $ 100 |
Capital Leases, Future Minimum Payments Due | 49,772 | ||
2,017 | 48,693 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 39,535 | ||
2,019 | 27,651 | ||
2,020 | 23,900 | ||
2,021 | 20,234 | ||
Thereafter | 68,093 | ||
Total minimum lease payments | 228,106 | ||
Corporate, Non-Segment [Member] | |||
Operating Leased Assets [Line Items] | |||
Capital Leases, Future Minimum Payments Due | $ 107,000 |
Commitments and Contingencies C
Commitments and Contingencies Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leases [Abstract] | ||
2,017 | $ 29,982 | |
2,018 | 16,011 | |
2,019 | 3,779 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 49,772 | |
Less: Amount representing interest | (1,164) | |
Present value of net minimum capital lease payments | 48,608 | |
Less: Current portion of capital lease obligations | (28,889) | $ (26,776) |
Total long-term capital lease obligations | $ 19,719 | $ 30,943 |
Commitments and Contingencies P
Commitments and Contingencies Purchase Obligations (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Purchase Obligations [Abstract] | |
2,017 | $ 17,535 |
2,018 | 9,310 |
2,019 | 2,500 |
2,020 | 45 |
2,021 | 45 |
Thereafter | 0 |
Total purchase obligations | $ 29,435 |
Commitments and Contingencies L
Commitments and Contingencies Legal Matters (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |||
Litigation Settlement, Expense | $ 8.5 | $ 45 | |
Loss Contingency Accrual, Period Increase (Decrease) | $ 37.5 |
Commitments and Contingencies S
Commitments and Contingencies Subleases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2011 | Dec. 31, 2016 | ||
Leases [Abstract] | |||
Litigation Settlement, Expense | $ 8,500 | $ 45,000 | |
Other Sublease Future Income | 17,900 | ||
2,017 | [1] | 5,796 | |
2,018 | [1] | 5,688 | |
2,019 | [1] | 4,864 | |
2,020 | [1] | 4,473 | |
2,021 | [1] | 3,682 | |
Thereafter | [1] | 4,933 | |
Subleases, Future Rental Income Due | [1] | $ 29,436 | |
[1] | (1)On December 28, 2016, the Company entered into a sublease for portions of its office space in Chicago, Illinois that extends through January 31, 2026. The income from this sublease, which totals approximately $17.9 million, is excluded from the table above because the sublease is subject to landlord consents not received as of December 31, 2016. See Note 19, Related Party Transaction, for information about this sublease. |
Stockholders' Equity Initial Pu
Stockholders' Equity Initial Public Offering, Convertible Preferred Stock and Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2012NumberofClasses | Dec. 31, 2016shares | |
Preferred Stock, Shares Authorized | shares | 50,000,000 | |
Classes of common stock, number | NumberofClasses | 3 |
Stockholders' Equity Repurchase
Stockholders' Equity Repurchase Program (Details) - Common Class A [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Employee Stock Purchase Plan [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ | $ 700 |
Stock Repurchased During Period, Shares | shares | 43,227,743 |
Stock Repurchased During Period, Value | $ | $ 162.4 |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | shares | 195,000,000 |
Stockholders' Equity Common Sto
Stockholders' Equity Common Stock (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 2,010,000,000 | 2,010,000,000 |
Compensation Arrangements Com93
Compensation Arrangements Compensation Arrangement Stock Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current Fiscal Year End Date | --12-31 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 79,487,111 | ||
Stock-based compensation | $ 118,152 | $ 142,069 | $ 115,290 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 9,300 | $ 12,200 | $ 11,200 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 104,900 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 days | ||
Employee Stock Purchase Plan, shares authorized | 10,000,000 | ||
Employee Stock Purchase Plan, issued shares | 1,669,782 | 1,037,198 | 857,171 |
2008 Plan [Domain] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 64,618,500 | ||
2010 Plan [Domain] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 20,000,000 | ||
2011 Plan [Domain] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 150,000,000 | ||
Discontinued Operations [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 5,300 | $ 6,700 | |
Restricted Stock Units (RSUs) [Member] | Investee [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 575,744 |
Compensation Arrangements Com94
Compensation Arrangements Compensation Arrangement Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||
Aggregate Intrinsic Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,200,000 | $ 3,000,000 | $ 6,500,000 |
Employee Stock Option [Member] | |||
Options [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,584,832 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (491,483) | ||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | (102,177) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 991,172 | 1,584,832 | |
Weighted-Average Exercise Price [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.95 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 1.26 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 0.88 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.77 | $ 0.95 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 10 months | 3 years 11 months 15 days | |
Aggregate Intrinsic Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 3,360 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,527 | $ 3,360 |
Compensation Arrangements Com95
Compensation Arrangements Compensation Arrangement Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Current Fiscal Year End Date | --12-31 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 6.01 | $ 7.59 | |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 88.2 | $ 163.4 | $ 139.8 |
Restricted Stock Units (RSUs) [Member] | |||
Restricted Stock Units [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 39,143,509 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,046,195 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (22,698,324) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (11,083,534) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 25,407,846 | 39,143,509 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 6.53 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 3.93 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 5.91 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 6.22 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.18 | $ 6.53 | |
Investee [Member] | Restricted Stock Units (RSUs) [Member] | |||
Restricted Stock Units [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 139,852 |
Compensation Arrangements Com96
Compensation Arrangements Compensation Arrangement Performance Share Units (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Share Units, Maximum Number of Shares Issuable Upon Vesting | $ 778,092 |
Current Fiscal Year End Date | --12-31 |
Performance Share Units, Shares Issuable Upon Vesting | $ 503,735 |
Compensation Arrangements Com97
Compensation Arrangements Compensation Arrangement Restricted Stock Award (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,908,408 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (492,422) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (196,968) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,219,018 | 1,908,408 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.72 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 7.42 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 7.42 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4.76 | $ 5.72 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2.2 | $ 2.6 | $ 0.7 |
Compensation Arrangements Swiss
Compensation Arrangements Swiss Pension Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Swiss Pension Plan [Abstract] | |||
Defined Benefit Plan, Benefit Obligation | $ 4.8 | $ 5.9 | |
Defined Benefit Plan, Unfunded Plan | 2.1 | 2.7 | |
Defined Benefit Plan, Net Periodic Benefit Cost | $ 1.1 | $ 1.2 | $ 0.6 |
Restructuring (Details)
Restructuring (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($)numberofemployees | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Revenue | $ 14,400 | $ 64,300 | |||||||||
Restructuring Loss | 8,500 | 10,100 | |||||||||
Restructuring charges | $ 13,600 | $ 1,500 | $ 16,100 | $ 12,400 | $ 5,400 | $ 24,100 | $ 43,608 | 29,568 | $ 0 | ||
Restructuring and Related Cost, Number of Positions Eliminated | numberofemployees | 1,200 | ||||||||||
Restructuring Reserve | 17,193 | 11,556 | $ 17,193 | 11,556 | 0 | ||||||
Restructuring and Related Cost, Incurred Cost | 38,538 | [1] | 22,301 | ||||||||
Payments for Restructuring | (32,496) | (10,163) | |||||||||
Restructuring Reserve, Translation Adjustment | (405) | (582) | |||||||||
Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Costs | 65,500 | ||||||||||
Restructuring charges | [2] | 36,860 | 19,010 | ||||||||
Restructuring Reserve | 14,905 | 9,017 | 14,905 | 9,017 | 0 | ||||||
Restructuring and Related Cost, Incurred Cost | 32,211 | [1] | 19,010 | ||||||||
Payments for Restructuring | (25,922) | (9,408) | |||||||||
Restructuring Reserve, Translation Adjustment | (401) | (585) | |||||||||
Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring Costs | 7,700 | ||||||||||
Restructuring charges | [3] | 421 | 7,267 | ||||||||
Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 6,327 | 3,291 | |||||||||
Restructuring Reserve | $ 2,288 | $ 2,539 | 2,288 | 2,539 | $ 0 | ||||||
Restructuring and Related Cost, Incurred Cost | 6,327 | [1] | 3,291 | ||||||||
Payments for Restructuring | (6,574) | (755) | |||||||||
Restructuring Reserve, Translation Adjustment | (4) | 3 | |||||||||
North America [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 11,897 | 10,495 | |||||||||
North America [Member] | Acceleration of Share-Based Compensation [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 2,600 | ||||||||||
North America [Member] | Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | [2] | 8,548 | 2,000 | ||||||||
North America [Member] | Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | [3] | 45 | 6,740 | ||||||||
North America [Member] | Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 3,304 | 1,755 | |||||||||
EMEA [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 25,345 | 16,112 | |||||||||
EMEA [Member] | Acceleration of Share-Based Compensation [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 2,000 | ||||||||||
EMEA [Member] | Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | [2] | 22,593 | 15,060 | ||||||||
EMEA [Member] | Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | [3] | 376 | 223 | ||||||||
EMEA [Member] | Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 2,376 | 829 | |||||||||
ROW [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 6,366 | 2,961 | |||||||||
ROW [Member] | Acceleration of Share-Based Compensation [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | 100 | ||||||||||
ROW [Member] | Employee Severance [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | [2] | 5,719 | 1,950 | ||||||||
ROW [Member] | Asset Impairments Related to Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | [3] | 0 | 304 | ||||||||
ROW [Member] | Other Restructuring [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | $ 647 | $ 707 | |||||||||
[1] | (1)Excludes stock-based compensation of $4.7 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of the Company's restructuring activities for the year ended December 31, 2016. | ||||||||||
[2] | The employee severance and benefit costs for the year ended December 31, 2016 relates to the termination of approximately 1,200 employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through December 31, 2017. | ||||||||||
[3] | Asset impairments relate to property, equipment and software that were determined to be impaired as a result of the Company's restructuring activities. |
Income Taxes Text (Details)
Income Taxes Text (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Current Income Tax Expense (Benefit) | $ 8,074 | $ (10,160) | $ 26,848 | |
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (122,333) | (100,445) | (20,057) | |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (63,537) | (7,871) | 17,308 | |
(Loss) income before provision for income taxes | (185,870) | (108,316) | (2,749) | |
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 48,028 | 0 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | (65,055) | (37,911) | (962) | |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | [1] | 11,256 | 3,226 | (5,416) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (4,694) | (16,382) | (12,851) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 16,184 | 48,215 | 19,094 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 7,135 | (117) | 178 | |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 853 | 12,448 | 25,081 | |
Tax Adjustments, Settlements, and Unusual Provisions | (4,899) | (14,877) | (12,334) | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 7,291 | 5,408 | 4,256 | |
Effective Income Tax Rate Reconciliation, Tax ShortFalls, Net, on Stock-Based Compensation Awards | [2] | 12,585 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Non-deductive (or non-taxable) Change in Fair Value of Investment | 4,484 | (334) | 0 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (8,547) | (14,636) | (4,430) | |
Effective Income Tax Rate Reconciliation, Taxable Forgiveness of Intercompany Liabilities | 15,187 | 0 | 0 | |
Effective Income Tax Rate Reconciliation, Deductions for Investments in Subsidiaries of Ceased Operations | (645) | (4,924) | 0 | |
Non-deductible or non-taxable item | (3,481) | (5,070) | 0 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 9,799 | 5,809 | 3,108 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | 50,723 | 52,250 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 7,320 | 8,328 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 219,584 | 207,581 | ||
Deferred Tax Assets, Goodwill and Intangible Assets | 11,833 | 17,758 | ||
Deferred Tax Assets, Investments | 1,080 | 0 | ||
Deferred Tax Assets, Unrealized Currency Losses | 9,922 | 7,761 | ||
Deferred Tax Assets, Other | 1,155 | 2,080 | ||
Deferred Tax Assets, Gross | 301,617 | 295,758 | ||
Deferred Tax Assets, Valuation Allowance | (248,270) | (230,288) | ||
Deferred Tax Assets, Net of Valuation Allowance | 53,347 | 65,470 | ||
Deferred Tax Liabilities, Investments | 0 | (13,782) | ||
Deferred Tax Liabilities, Prepaid Expenses | (10,402) | (1,881) | ||
Deferred Tax Liabilities, Property, Plant and Equipment | (22,397) | (29,664) | ||
Deferred Tax Liabilities, Financing Arrangements | (4,529) | 0 | ||
Deferred Tax Liabilities, Tax Deferred Income | (15,003) | (25,301) | ||
Deferred Tax Liabilities, Gross | 52,331 | 70,628 | ||
Deferred Tax Assets, Net | (1,016) | (5,158) | ||
Accumulated deficit | (1,099,010) | (901,292) | ||
Increase (Decrease) in Income Taxes | (26,000) | |||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 164,100 | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 893,500 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 478,500 | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized tax benefits, beginning balance | 79,637 | 98,321 | 110,305 | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 1,708 | 0 | 5,489 | |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (3,154) | (25,702) | (27,875) | |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 11,443 | 10,590 | 17,348 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | (3,176) | 0 | 0 | |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | (4,906) | 0 | 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation | (1,471) | |||
Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation | (3,572) | (6,946) | ||
Unrecognized tax benefits, ending balance | 80,081 | 79,637 | 98,321 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 34,500 | 40,800 | 72,300 | |
Income Tax Examination, Penalties and Interest Expense | (1,200) | (100) | (1,100) | |
Income Tax Examination, Penalties and Interest Accrued | 4,600 | 5,800 | ||
Increase (Decrease) in Income Taxes | 8,400 | 25,600 | 24,400 | |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 36,600 | |||
Undistributed Earnings of Foreign Subsidiaries | 241,900 | |||
Deferred Income Tax Expense (Benefit) | (10,621) | (8,985) | (11,124) | |
Provision for income taxes | (2,547) | (19,145) | 15,724 | |
Income Tax Expense (Benefit), Intraperiod Tax Allocation | (2,547) | 28,883 | 15,724 | |
UNITED STATES | ||||
Current Income Tax Expense (Benefit) | (1,093) | (23,913) | (3,518) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Deferred Income Tax Expense (Benefit) | (4,262) | (8,936) | (5,132) | |
State and Local Jurisdiction [Member] | ||||
Current Income Tax Expense (Benefit) | 912 | (2,613) | 69 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Deferred Income Tax Expense (Benefit) | (11) | 4,324 | (742) | |
International [Domain] | ||||
Current Income Tax Expense (Benefit) | 8,255 | 16,366 | 30,297 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Deferred Income Tax Expense (Benefit) | $ (6,348) | $ (4,373) | $ (5,250) | |
[1] | Tax rates in foreign jurisdictions are generally lower than the U.S. federal statutory rate. This results in a decrease to the benefit for income taxes in this rate reconciliation for the years ended December 31, 2016 and 2015, prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in those foreign jurisdictions. | |||
[2] | (2)The Company adopted the guidance in ASU 2016-09 on January 1, 2016. Under that guidance, all income tax effects related to settlements of share-based payment awards are reported in earnings as an increase or decrease to income tax expense (benefit), net. See Note 2, Summary of Significant Accounting Policies, for more information about ASU 2016-09. |
Variable Interest Entity (Detai
Variable Interest Entity (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Purchases of Convertible Debt | $ 6,635 | $ 0 | |||
Current Fiscal Year End Date | --12-31 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | $ 82,584 | 130,725 | 0 | $ 0 | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (48,141) | (3,023) | 0 | |
Available-for-sale securities | 27,482 | 32,950 | |||
Fair Value, Measurements, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and Cash Equivalents, Fair Value Disclosure | 202,241 | 305,179 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 130,725 | |||
Contingent Consideration, Fair Value Disclosure | 14,588 | 10,781 | |||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and Cash Equivalents, Fair Value Disclosure | 202,241 | 305,179 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | ||||
Contingent Consideration, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0 | ||||
Contingent Consideration, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 82,584 | 130,725 | |||
Contingent Consideration, Fair Value Disclosure | 14,588 | 10,781 | |||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 10,038 | 10,116 | |||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | |||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | |||
Convertible debt securities [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 10,038 | 10,116 | |||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 17,444 | 22,834 | |||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | |||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | |||
Redeemable preferred shares [Member] | Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 17,444 | 22,834 | |||
Other Acquisitions [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | 15,400 | ||||
Convertible debt securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | 703 | 385 | 693 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 10,038 | 10,116 | 2,527 | 3,174 | |
Unrealized Gains (Losses) Still Held - Assets | [1] | 1,607 | 954 | (647) | |
Redeemable preferred shares [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | (816) | (451) | 311 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 17,444 | 22,834 | 4,910 | $ 0 | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (816) | (451) | 311 | |
Purchase of redeemable preferred shares | $ 0 | $ 18,375 | $ 4,599 | ||
[1] | Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. |
Fair Value Measurements Fair103
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Document Fiscal Year Focus | 2,016 | |||
Payments to Acquire Investments | $ 0 | $ 25,289 | $ 6,726 | |
Purchases of Convertible Debt | 6,635 | 0 | ||
Proceeds from Sale of Investment Projects | (1,685) | (6,010) | 0 | |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | (48,141) | (2,943) | 0 | |
AFS Securities, Beginning Asset Value | (130,725) | 0 | 0 | |
AFS Securities, Ending Asset Value | (82,584) | (130,725) | 0 | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (48,141) | (3,023) | 0 |
Convertible debt securities [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | (10,116) | (2,527) | (3,174) | |
AFS Debt Security, (losses) included in OCI | 703 | 385 | 693 | |
Unrealized Gain (Loss) on Securities | [2] | 904 | 569 | (1,340) |
AFS Securities, Ending Asset Value | (10,038) | (10,116) | (2,527) | |
Unrealized Gains (Losses) Still Held - Assets | [1] | 1,607 | 954 | (647) |
Redeemable preferred shares [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | (22,834) | (4,910) | 0 | |
AFS Debt Security, (losses) included in OCI | (816) | (451) | 311 | |
AFS Securities, Ending Asset Value | (17,444) | (22,834) | (4,910) | |
Unrealized Gains (Losses) Still Held - Assets | [1] | (816) | (451) | 311 |
Purchase of redeemable preferred shares | 0 | 18,375 | 4,599 | |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | (4,574) | 0 | 0 | |
2015 [Member] | Retained Investment in Business [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | (138,475) | 0 | ||
AFS Securities, Ending Asset Value | 0 | (138,475) | 0 | |
2015 [Member] | Retained Investment in Business [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
AFS Securities, Beginning Asset Value | (4,807) | 0 | ||
AFS Securities, Ending Asset Value | 0 | (4,807) | 0 | |
Convertible Debt [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Proceeds from Sale of Investment Projects | (1,685) | $ 0 | $ 0 | |
Convertible debt securities [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Payments to Acquire Investments | $ 0 | |||
[1] | Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. | |||
[2] | Represents accretion of interest income and changes in the fair value of an embedded derivative |
Fair Value Measurements Fair104
Fair Value Measurements Fair Value, Reconciliation of Level 3 - Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent Consideration, Beginning Value | $ 1,983 | $ 10,781 | $ 1,983 | $ 606 | ||||
Contingent Consideration, Issuances | 9,605 | 0 | 9,605 | 4,388 | ||||
Contingent Consideration, Settlements | (716) | 0 | (424) | |||||
Contingent Consideration, Reclass | (331) | (285) | (143) | |||||
(Gain) loss, net from changes in fair value of contingent consideration | $ 240 | [1] | 4,092 | [1] | 240 | (2,444) | [1] | |
Contingent Consideration, Ending Value | 14,588 | 10,781 | 1,983 | |||||
Contingent Consideration, Unrealized Gain Loss | [2] | 3,966 | (148) | (2,405) | ||||
Convertible debt securities [Member] | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Unrealized Gain (Loss) on Securities | [3] | $ 904 | $ 569 | $ (1,340) | ||||
[1] | Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the consolidated statements of operations. | |||||||
[2] | Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. | |||||||
[3] | Represents accretion of interest income and changes in the fair value of an embedded derivative |
Fair Value Measurements Fair105
Fair Value Measurements Fair Value Measurements Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Restructuring charges | $ 13,600 | $ 1,500 | $ 16,100 | $ 12,400 | $ 5,400 | $ 24,100 | $ 43,608 | $ 29,568 | $ 0 |
Cost Method Investments | 31,816 | 14,561 | 31,816 | 14,561 | |||||
Cost Method Investments, Fair Value Disclosure | $ 35,369 | $ 15,922 | $ 35,369 | $ 15,922 |
Fair Value Measurements Financi
Fair Value Measurements Financial Assets and Liabilities, Not Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | ||
Current Fiscal Year End Date | --12-31 | |
Cost Method Investments | $ 31,816 | $ 14,561 |
Cost Method Investments, Fair Value Disclosure | $ 35,369 | $ 15,922 |
Income (Loss) Per Share Basic a
Income (Loss) Per Share Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Oct. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||||
Earnings Per Share, Basic and Diluted | [1] | $ (0.05) | $ (0.34) | [2] | |||||||||||||||
Earnings Per Share, Basic [Abstract] | |||||||||||||||||||
Income (loss) from continuing operations | $ (24,225) | $ (183,323) | [2] | $ (89,171) | $ (18,473) | ||||||||||||||
Net income attributable to noncontrolling interests | 1,665 | 11,264 | [2] | 13,011 | 9,171 | ||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 0 | [3] | $ 0 | $ 0 | $ 0 | $ (10,613) | [3] | $ 0 | $ 127,179 | [4] | $ 6,284 | 0 | 122,850 | (45,446) | |||||
Net loss attributable to Groupon, Inc. | $ (25,890) | $ (52,588) | $ (37,976) | $ (54,904) | $ (49,119) | $ (46,528) | $ (27,615) | $ 109,084 | $ (14,273) | $ (194,587) | [2] | $ 20,668 | $ (73,090) | ||||||
Basic, weighted average number of shares outstanding | 574,884,987 | 570,546,159 | [2] | 575,216,191 | 576,903,004 | 582,751,678 | 607,517,010 | 644,894,785 | 671,630,169 | 676,382,937 | 576,354,258 | [2] | 650,106,225 | 674,832,393 | |||||
Earnings Per Share, Diluted [Abstract] | |||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,884,987 | 570,546,159 | [2] | 575,216,191 | 576,903,004 | 582,751,678 | 607,517,010 | 644,894,785 | 671,630,169 | 676,382,937 | 576,354,258 | [2] | 650,106,225 | 674,832,393 | |||||
Diluted, weighted average number of shares outstanding | 570,546,159 | [2] | 575,216,191 | 576,903,004 | 582,751,678 | 607,517,010 | 644,894,785 | 671,630,169 | 676,382,937 | 576,354,258 | 650,106,225 | 674,832,393 | |||||||
Common Class A [Member] | |||||||||||||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.16) | $ (0.04) | |||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | 0.19 | (0.07) | |||||||||||||||||
Earnings Per Share, Basic and Diluted | $ (0.29) | [1] | $ 0.03 | $ (0.11) | |||||||||||||||
Earnings Per Share, Basic [Abstract] | |||||||||||||||||||
Income (loss) from continuing operations | $ (158,436) | $ (88,842) | $ (18,407) | ||||||||||||||||
Net income attributable to noncontrolling interests | 9,559 | 12,963 | 9,138 | ||||||||||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (101,805) | (27,545) | |||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 122,396 | (45,284) | |||||||||||||||||
Net loss attributable to Groupon, Inc. | $ (167,995) | $ 20,591 | $ (72,829) | ||||||||||||||||
Basic, weighted average number of shares outstanding | 574,755,214 | 647,706,249 | 672,432,417 | ||||||||||||||||
Earnings Per Share, Diluted [Abstract] | |||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,755,214 | 647,706,249 | 672,432,417 | ||||||||||||||||
Common Class B [Member] | |||||||||||||||||||
Income (Loss) from Continuing Operations, Per Basic and Diluted Share | $ (0.16) | $ (0.04) | |||||||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | 0.19 | (0.07) | |||||||||||||||||
Earnings Per Share, Basic and Diluted | $ (0.29) | [1] | $ 0.03 | $ (0.11) | |||||||||||||||
Earnings Per Share, Basic [Abstract] | |||||||||||||||||||
Income (loss) from continuing operations | $ (662) | $ (329) | $ (66) | ||||||||||||||||
Net income attributable to noncontrolling interests | 40 | 48 | 33 | ||||||||||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (377) | (99) | |||||||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 454 | (162) | |||||||||||||||||
Net loss attributable to Groupon, Inc. | $ (702) | $ 77 | $ (261) | ||||||||||||||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | 2,399,976 | ||||||||||||||||
Earnings Per Share, Diluted [Abstract] | |||||||||||||||||||
Basic, weighted average number of shares outstanding | 2,399,976 | 2,399,976 | 2,399,976 | ||||||||||||||||
[1] | (1)The potentially dilutive impacts of a conversion of Class B to Class A shares, outstanding equity awards, warrants and convertible senior notes have been excluded from the calculation of dilutive net income (loss) per share for the year ended December 31, 2016 as their effect on net income (loss) per share from continuing operations was antidilutive. | ||||||||||||||||||
[2] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. | ||||||||||||||||||
[3] | (2)The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States. | ||||||||||||||||||
[4] | (4)Income (loss) from discontinued operations, net of tax, for the three months ended June 30, 2015 includes a $154.1 million gain, net of tax, from the sale of a controlling stake in Ticket Monster. |
Income (Loss) Per Share Schedul
Income (Loss) Per Share Schedule of Equity Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 101,306,228 | 45,227,890 | 45,677,861 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 1,204,512 | 1,884,958 | 2,775,771 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 33,480,458 | 41,079,648 | 42,341,320 |
Performance Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 125,934 | 0 | 0 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 1,335,613 | 1,346,447 | 52,854 |
Employee Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 1,184,330 | 916,837 | 507,916 |
Convertible Debt [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 34,213,474 | 0 | 0 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities, Amount | 29,761,907 | 0 | 0 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Restructuring charges | $ 13,600 | $ 1,500 | $ 16,100 | $ 12,400 | $ 5,400 | $ 24,100 | $ 43,608 | $ 29,568 | $ 0 | |||||||||
Number of Reportable Segments | 3 | |||||||||||||||||
Total revenue | 934,885 | 720,468 | 756,030 | 731,971 | 917,170 | 713,595 | $ 738,395 | $ 750,356 | $ 3,143,354 | 3,119,516 | 3,042,123 | |||||||
Segment cost of revenue and operating expenses | [1] | 3,130,146 | [2] | 3,055,702 | [2] | 2,894,863 | ||||||||||||
Segment operating income (loss) | [1] | 13,208 | [2] | 63,814 | [2] | 147,260 | ||||||||||||
Allocated Share-based Compensation Expense | [3] | 117,321 | 141,734 | |||||||||||||||
Stock-based compensation | 118,152 | 142,069 | 115,290 | |||||||||||||||
Acquisition-related expense (benefit), net | 5,650 | 1,857 | 1,269 | |||||||||||||||
(Loss) income from operations | 7,424 | [4] | (26,685) | (43,169) | (47,333) | (5,423) | (70,423) | (9,226) | 5,295 | (109,763) | (79,777) | 30,701 | ||||||
Other expense, net | (76,107) | (28,539) | (33,450) | |||||||||||||||
(Loss) income before provision for income taxes | (185,870) | (108,316) | (2,749) | |||||||||||||||
Provision for income taxes | (2,547) | (19,145) | 15,724 | |||||||||||||||
Income (loss) from continuing operations | $ (24,225) | (183,323) | [5] | (89,171) | (18,473) | |||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 0 | [4] | $ 0 | $ 0 | $ 0 | $ (10,613) | [4] | $ 0 | $ 127,179 | [6] | $ 6,284 | 0 | 122,850 | (45,446) | ||||
Net loss | (183,323) | 33,679 | (63,919) | |||||||||||||||
Prepaid marketing write-off | 6,700 | |||||||||||||||||
UNITED STATES | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total revenue | 2,120,300 | 2,022,500 | 1,784,600 | |||||||||||||||
Switzerland | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total revenue | 551,700 | 496,200 | 468,700 | |||||||||||||||
North America [Member] | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Restructuring charges | 11,897 | 10,495 | ||||||||||||||||
Total revenue | [7] | 2,151,769 | 2,047,742 | 1,824,461 | ||||||||||||||
Segment cost of revenue and operating expenses | [1] | 2,126,834 | [2] | 2,029,643 | [2],[8] | 1,755,113 | ||||||||||||
Segment operating income (loss) | [1] | 24,935 | [2] | 18,099 | [2],[8] | 69,348 | ||||||||||||
Stock-based compensation | 104,708 | 124,078 | 99,939 | |||||||||||||||
Acquisition-related expense (benefit), net | 5,650 | 1,857 | 1,125 | |||||||||||||||
EMEA [Member] | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Restructuring charges | 25,345 | 16,112 | ||||||||||||||||
Total revenue | [7] | 827,196 | 867,880 | 961,130 | ||||||||||||||
Segment cost of revenue and operating expenses | [1] | 813,177 | [2] | 797,786 | [2],[9] | 857,062 | ||||||||||||
Segment operating income (loss) | [1] | 14,019 | [2] | 70,094 | [2],[9] | 104,068 | ||||||||||||
Stock-based compensation | 7,220 | 11,445 | 9,927 | |||||||||||||||
Acquisition-related expense (benefit), net | 0 | 0 | 144 | |||||||||||||||
ROW [Member] | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Restructuring charges | 6,366 | 2,961 | ||||||||||||||||
Total revenue | 164,389 | 203,894 | 256,532 | |||||||||||||||
Segment cost of revenue and operating expenses | [1] | 190,135 | [2] | 228,273 | [2] | 282,688 | ||||||||||||
Segment operating income (loss) | [1] | (25,746) | [2] | (24,379) | [2] | (26,156) | ||||||||||||
Stock-based compensation | 6,224 | 6,546 | 5,424 | |||||||||||||||
Acquisition-related expense (benefit), net | $ 0 | 0 | $ 0 | |||||||||||||||
Sales Revenue, Net [Member] | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Concentration of risk, percentage | 10.00% | |||||||||||||||||
Other Income [Member] | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Stock-based compensation | $ 800 | $ 300 | ||||||||||||||||
[1] | Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net. This presentation corresponds to the measure of segment profit or loss that the Company's chief operating decision-maker uses in assessing segment performance and making resource allocation decisions. The following table summarizes the Company's stock-based compensation expense and acquisition-related expense (benefit), net by reportable segment for the years ended December 31, 2016, 2015 and 2014 (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation Acquisition-related Stock-based compensation Acquisition-related Stock-based compensation Acquisition-relatedNorth America $104,708 $5,650 $124,078 $1,857 $99,939 $1,125EMEA 7,220 — 11,445 — 9,927 144Rest of World 6,224 — 6,546 — 5,424 —Consolidated $118,152 $5,650 $142,069 $1,857 $115,290 $1,269Acquisition-related expense (benefit), net for the North America segment includes external transaction costs and gains and losses relating to contingent consideration obligations incurred by U.S. legal entities relating to purchases of businesses that became part of the EMEA and Rest of World segments, which is consistent with the attribution used for internal reporting purposes. | |||||||||||||||||
[2] | Segment cost of revenue and operating expenses for the year ended December 31, 2016 includes restructuring charges of $9.5 million in North America (which excludes $2.6 million of stock-based compensation), $23.1 million in EMEA (which excludes $2.0 million of stock-based compensation) and $6.3 million in Rest of World (which excludes $0.1 million of stock-based compensation). Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million in North America, $16.1 million in EMEA and $3.0 million in Rest of World. See Note 13, Restructuring, for additional information. | |||||||||||||||||
[3] | (6)Includes stock-based compensation classified within cost of revenue, marketing expense, selling, general and administrative expense and restructuring charges. Other income (expense), net, includes $0.8 million and $0.3 million of additional stock-based compensation for the years ended December 31, 2016 and 2015, respectively. | |||||||||||||||||
[4] | (2)The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States. | |||||||||||||||||
[5] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. | |||||||||||||||||
[6] | (4)Income (loss) from discontinued operations, net of tax, for the three months ended June 30, 2015 includes a $154.1 million gain, net of tax, from the sale of a controlling stake in Ticket Monster. | |||||||||||||||||
[7] | North America includes revenue from the United States of $2,120.3 million, $2,022.5 million and $1,784.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Direct revenue transactions in the EMEA Goods category have been transacted through a Switzerland-based subsidiary. As a result, EMEA includes revenue from Switzerland of $551.7 million, $496.2 million and $468.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2016, 2015 and 2014. Revenue is attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. | |||||||||||||||||
[8] | (4)Segment cost of revenue and operating expenses for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability for its securities litigation matter. See Note 10, Commitments and Contingencies, for additional information. | |||||||||||||||||
[9] | Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations. |
Segment Information Total Asset
Segment Information Total Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Total Assets | $ 1,761,377 | $ 1,796,264 | |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 1,057,600 | 1,018,200 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | [1] | 1,122,261 | 1,063,595 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 466,946 | 508,353 | |
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 172,170 | $ 224,316 | |
IRELAND | |||
Segment Reporting Information [Line Items] | |||
Total Assets | $ 203,200 | ||
[1] | (1)North America contains assets from the United States of $1,057.6 million and $1,018.2 million as of December 31, 2016 and 2015, respectively. EMEA contains assets from Ireland of $203.2 million as of December 31, 2016. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2016 and 2015, respectively. |
Segment Information Tangible pr
Segment Information Tangible property and equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||
Document Fiscal Year Focus | 2,016 | ||
Tangible property and equipment | $ 95,167,000 | $ 118,190,000 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | [1] | 69,577,000 | 87,050,000 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | [2] | 21,833,000 | 26,264,000 |
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | $ 3,757,000 | 4,876,000 | |
Property, Plant and Equipment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration of risk, percentage | 10.00% | ||
IRELAND | |||
Segment Reporting Information [Line Items] | |||
Tangible property and equipment | $ 0.17 | $ 0.11 | |
[1] | Substantially all tangible property and equipment within North America is located in the United States. | ||
[2] | Tangible property and equipment, net located within Ireland represented approximately 17% and 11% of the Company's consolidated tangible property and equipment, net as of December 31, 2016 and 2015, respectively. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2016 and 2015. |
Segment Information Depreciatio
Segment Information Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Document Fiscal Year Focus | 2,016 | ||
Depreciation, Depletion and Amortization | $ 137,668 | $ 132,970 | $ 115,041 |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation, Depletion and Amortization | 116,865 | 108,973 | 83,106 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation, Depletion and Amortization | 16,822 | 18,834 | 24,849 |
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation, Depletion and Amortization | $ 3,981 | $ 5,163 | $ 7,086 |
Segment Information Equity Meth
Segment Information Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Equity Method Investments [Abstract] | ||
Equity Method Investments | $ 82,584 | $ 130,725 |
Segment Information Capital Exp
Segment Information Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Document Fiscal Year Focus | 2,016 | ||
Property, Plant and Equipment, Additions | $ 15,561 | $ 28,838 | $ 29,812 |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Additions | 9,770 | 10,207 | 6,775 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Additions | 3,562 | 14,251 | 12,945 |
ROW [Member] | |||
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Additions | $ 2,229 | $ 4,380 | $ 10,092 |
Segment Information Revenue by
Segment Information Revenue by Segment and Category (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Total Assets | $ 1,761,377 | $ 1,796,264 | $ 1,761,377 | $ 1,796,264 | ||||||||
Stock-based compensation | 118,152 | 142,069 | $ 115,290 | |||||||||
Restructuring Charges | 13,600 | $ 1,500 | $ 16,100 | $ 12,400 | 5,400 | $ 24,100 | $ 43,608 | 29,568 | 0 | |||
Primary Categories | 3 | |||||||||||
Third party and other | $ 1,303,546 | 1,372,533 | 1,501,011 | |||||||||
Direct | 1,839,808 | 1,746,983 | 1,541,112 | |||||||||
Revenue, services | 1,239,840 | 1,269,659 | 1,372,373 | |||||||||
Total revenue | 934,885 | $ 720,468 | $ 756,030 | $ 731,971 | 917,170 | $ 713,595 | $ 738,395 | $ 750,356 | 3,143,354 | 3,119,516 | 3,042,123 | |
Loss Contingency Accrual, Period Increase (Decrease) | 37,500 | |||||||||||
IRELAND | ||||||||||||
Total Assets | 203,200 | 203,200 | ||||||||||
Switzerland | ||||||||||||
Total revenue | 551,700 | 496,200 | 468,700 | |||||||||
North America [Member] | ||||||||||||
Total Assets | [1] | 1,122,261 | 1,063,595 | 1,122,261 | 1,063,595 | |||||||
Stock-based compensation | 104,708 | 124,078 | 99,939 | |||||||||
Restructuring Charges ex. SBC | 9,500 | |||||||||||
Restructuring Charges | 11,897 | 10,495 | ||||||||||
Revenue, services | 844,891 | 783,043 | 743,582 | |||||||||
Total revenue | [2] | 2,151,769 | 2,047,742 | 1,824,461 | ||||||||
EMEA [Member] | ||||||||||||
Total Assets | 466,946 | 508,353 | 466,946 | 508,353 | ||||||||
Stock-based compensation | 7,220 | 11,445 | 9,927 | |||||||||
Restructuring Charges ex. SBC | 23,100 | |||||||||||
Restructuring Charges | 25,345 | 16,112 | ||||||||||
Revenue, services | 287,592 | 355,144 | 455,136 | |||||||||
Total revenue | [2] | 827,196 | 867,880 | 961,130 | ||||||||
ROW [Member] | ||||||||||||
Total Assets | $ 172,170 | $ 224,316 | 172,170 | 224,316 | ||||||||
Stock-based compensation | 6,224 | 6,546 | 5,424 | |||||||||
Restructuring Charges ex. SBC | 6,300 | |||||||||||
Restructuring Charges | 6,366 | 2,961 | ||||||||||
Revenue, services | 107,357 | 131,472 | 173,655 | |||||||||
Total revenue | 164,389 | 203,894 | 256,532 | |||||||||
Local [Member] | ||||||||||||
Third party and other | [3] | 1,092,485 | 1,110,778 | 1,213,032 | ||||||||
Local [Member] | North America [Member] | ||||||||||||
Third party and other | [3] | 762,314 | 701,312 | 674,605 | ||||||||
Local [Member] | EMEA [Member] | ||||||||||||
Third party and other | [3] | 241,683 | 302,085 | 391,179 | ||||||||
Local [Member] | ROW [Member] | ||||||||||||
Third party and other | [3] | 88,488 | 107,381 | 147,248 | ||||||||
Travel [Member] | ||||||||||||
Third party and other | 147,355 | 158,881 | 159,341 | |||||||||
Travel [Member] | North America [Member] | ||||||||||||
Third party and other | 82,577 | 81,731 | 68,977 | |||||||||
Travel [Member] | EMEA [Member] | ||||||||||||
Third party and other | 45,909 | 53,059 | 63,957 | |||||||||
Travel [Member] | ROW [Member] | ||||||||||||
Third party and other | 18,869 | 24,091 | 26,407 | |||||||||
Goods [Member] | ||||||||||||
Third party and other | 63,706 | 102,874 | 128,638 | |||||||||
Direct | 1,839,808 | 1,746,983 | 1,541,112 | |||||||||
Total revenue | 1,903,514 | 1,849,857 | 1,669,750 | |||||||||
Goods [Member] | North America [Member] | ||||||||||||
Third party and other | 9,068 | 7,151 | 5,966 | |||||||||
Direct | 1,297,810 | 1,257,548 | 1,074,913 | |||||||||
Total revenue | 1,306,878 | 1,264,699 | 1,080,879 | |||||||||
Goods [Member] | EMEA [Member] | ||||||||||||
Third party and other | 25,077 | 50,366 | 63,650 | |||||||||
Direct | 514,527 | 462,370 | 442,344 | |||||||||
Total revenue | 539,604 | 512,736 | 505,994 | |||||||||
Goods [Member] | ROW [Member] | ||||||||||||
Third party and other | 29,561 | 45,357 | 59,022 | |||||||||
Direct | 27,471 | 27,065 | 23,855 | |||||||||
Total revenue | 57,032 | 72,422 | $ 82,877 | |||||||||
Acceleration of Share-Based Compensation [Member] | North America [Member] | ||||||||||||
Restructuring Charges | 2,600 | |||||||||||
Acceleration of Share-Based Compensation [Member] | EMEA [Member] | ||||||||||||
Restructuring Charges | 2,000 | |||||||||||
Acceleration of Share-Based Compensation [Member] | ROW [Member] | ||||||||||||
Restructuring Charges | 100 | |||||||||||
Other Income [Member] | ||||||||||||
Stock-based compensation | $ 800 | $ 300 | ||||||||||
[1] | (1)North America contains assets from the United States of $1,057.6 million and $1,018.2 million as of December 31, 2016 and 2015, respectively. EMEA contains assets from Ireland of $203.2 million as of December 31, 2016. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2016 and 2015, respectively. | |||||||||||
[2] | North America includes revenue from the United States of $2,120.3 million, $2,022.5 million and $1,784.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Direct revenue transactions in the EMEA Goods category have been transacted through a Switzerland-based subsidiary. As a result, EMEA includes revenue from Switzerland of $551.7 million, $496.2 million and $468.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2016, 2015 and 2014. Revenue is attributed to individual countries based on the domicile of the legal entities within the Company's consolidated group that undertook those transactions. | |||||||||||
[3] | (1)Includes revenue from deals with local and national merchants and through local events. |
Segment Information Gross Profi
Segment Information Gross Profit by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | $ 369,870 | $ 314,117 | $ 333,588 | $ 339,328 | $ 371,740 | $ 328,912 | $ 337,007 | $ 347,406 | $ 1,356,903 | $ 1,385,065 | $ 1,465,309 | |
Revenue, services | 1,083,749 | 1,109,196 | 1,207,110 | |||||||||
North America [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 885,547 | 801,571 | 731,983 | |||||||||
Revenue, services | 725,338 | 667,920 | 638,061 | |||||||||
EMEA [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 362,406 | 445,564 | 556,914 | |||||||||
Revenue, services | 268,310 | 330,274 | 423,774 | |||||||||
ROW [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 108,950 | 137,930 | 176,412 | |||||||||
Revenue, services | 90,101 | 111,002 | 145,275 | |||||||||
Goods [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 273,154 | 275,869 | 258,199 | |||||||||
Goods [Member] | North America [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 160,209 | 133,651 | 93,922 | |||||||||
Goods [Member] | EMEA [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 94,096 | 115,290 | 133,140 | |||||||||
Goods [Member] | ROW [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 18,849 | 26,928 | 31,137 | |||||||||
Third party and other [Member] | Local [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | [1] | 962,565 | 975,958 | 1,070,955 | ||||||||
Third party and other [Member] | Local [Member] | North America [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | [1] | 660,983 | 600,893 | 581,067 | ||||||||
Third party and other [Member] | Local [Member] | EMEA [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | [1] | 226,182 | 282,880 | 364,545 | ||||||||
Third party and other [Member] | Local [Member] | ROW [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | [1] | 75,400 | 92,185 | 125,343 | ||||||||
Third party and other [Member] | Travel [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 121,184 | 133,238 | 136,155 | |||||||||
Third party and other [Member] | Travel [Member] | North America [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 64,355 | 67,027 | 56,994 | |||||||||
Third party and other [Member] | Travel [Member] | EMEA [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 42,128 | 47,394 | 59,229 | |||||||||
Third party and other [Member] | Travel [Member] | ROW [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 14,701 | 18,817 | 19,932 | |||||||||
Third party and other [Member] | Goods [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 48,069 | 74,405 | 90,843 | |||||||||
Third party and other [Member] | Goods [Member] | North America [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 7,470 | 5,931 | 5,112 | |||||||||
Third party and other [Member] | Goods [Member] | EMEA [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 21,519 | 42,782 | 55,434 | |||||||||
Third party and other [Member] | Goods [Member] | ROW [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 19,080 | 25,692 | 30,297 | |||||||||
Direct [Member] | Goods [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 225,085 | 201,464 | 167,356 | |||||||||
Direct [Member] | Goods [Member] | North America [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 152,739 | 127,720 | 88,810 | |||||||||
Direct [Member] | Goods [Member] | EMEA [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | 72,577 | 72,508 | 77,706 | |||||||||
Direct [Member] | Goods [Member] | ROW [Member] | ||||||||||||
Gross Profit by Category [Line Items] | ||||||||||||
Gross profit | $ (231) | $ 1,236 | $ 840 | |||||||||
[1] | (1)Includes gross profit from deals with local and national merchants and through local events. |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |
Other Sublease Future Income | $ 17.9 |
Quarterly Results (Details)
Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||||||||
Quarterly Results [Abstract] | |||||||||||||||||||||
Revenues | $ 934,885 | $ 720,468 | $ 756,030 | $ 731,971 | $ 917,170 | $ 713,595 | $ 738,395 | $ 750,356 | $ 3,143,354 | $ 3,119,516 | $ 3,042,123 | ||||||||||
Cost of revenue | 565,015 | 406,351 | 422,442 | 392,643 | 545,430 | 384,683 | 401,388 | 402,950 | 1,786,451 | 1,734,451 | 1,576,814 | ||||||||||
Gross profit | 369,870 | 314,117 | 333,588 | 339,328 | 371,740 | 328,912 | 337,007 | 347,406 | 1,356,903 | 1,385,065 | 1,465,309 | ||||||||||
Income (loss) from operations | 7,424 | [1] | (26,685) | (43,169) | (47,333) | (5,423) | (70,423) | (9,226) | 5,295 | (109,763) | (79,777) | 30,701 | |||||||||
Net income (loss) | (50,204) | [2] | (35,792) | [2] | (51,731) | [2] | (45,596) | [2] | (32,552) | [2] | (24,613) | [2],[3] | (15,267) | (16,739) | |||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | [1] | 0 | 0 | 0 | 10,613 | [1] | 0 | (127,179) | [4] | (6,284) | 0 | (122,850) | 45,446 | |||||||
Net loss attributable to Groupon, Inc. | $ (25,890) | $ (52,588) | $ (37,976) | $ (54,904) | $ (49,119) | $ (46,528) | $ (27,615) | $ 109,084 | $ (14,273) | $ (194,587) | [5] | $ 20,668 | $ (73,090) | ||||||||
Earnings Per Share, Basic [Abstract] | |||||||||||||||||||||
Continuing operations | $ (0.09) | [5],[6] | $ (0.07) | [6] | $ (0.10) | [6] | $ (0.08) | [6] | $ (0.06) | [6] | $ (0.04) | [6] | $ (0.03) | [6] | $ (0.03) | [6] | $ (0.34) | $ (0.16) | $ (0.04) | ||
Discontinued operations | 0 | [5],[6] | 0 | [6] | 0 | [6] | 0 | [6] | (0.02) | [6] | 0 | [6] | 0.19 | [6] | 0.01 | [6] | 0 | 0.19 | (0.07) | ||
Basic, net (loss) earnings per share | $ (0.09) | [5],[6] | $ (0.07) | [6] | $ (0.10) | [6] | $ (0.08) | [6] | $ (0.08) | [6] | $ (0.04) | [6] | $ 0.16 | [6] | $ (0.02) | [6] | $ (0.34) | $ 0.03 | $ (0.11) | ||
Earnings Per Share, Diluted [Abstract] | |||||||||||||||||||||
Basic, weighted average number of shares outstanding | 574,884,987 | 570,546,159 | [5] | 575,216,191 | 576,903,004 | 582,751,678 | 607,517,010 | 644,894,785 | 671,630,169 | 676,382,937 | 576,354,258 | [5] | 650,106,225 | 674,832,393 | |||||||
Diluted, weighted average number of shares outstanding | 570,546,159 | [5] | 575,216,191 | 576,903,004 | 582,751,678 | 607,517,010 | 644,894,785 | 671,630,169 | 676,382,937 | 576,354,258 | 650,106,225 | 674,832,393 | |||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||||||||||||
Restructuring charges | $ 13,600 | $ 1,500 | $ 16,100 | $ 12,400 | $ 5,400 | $ 24,100 | $ 43,608 | $ 29,568 | $ 0 | ||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 0 | [1] | $ 0 | 0 | $ 0 | $ 10,613 | [1] | $ 0 | $ (127,179) | [4] | $ (6,284) | $ 0 | (122,850) | $ 45,446 | |||||||
Loss Contingency Accrual, Period Increase (Decrease) | 37,500 | ||||||||||||||||||||
Prepaid marketing write-off | $ 6,700 | ||||||||||||||||||||
Ticket Monster [Member] | |||||||||||||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 154,100 | $ 154,100 | |||||||||||||||||||
[1] | (2)The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months ended December 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company's net deferred tax assets in the United States. | ||||||||||||||||||||
[2] | (1)Income (loss) from continuing operations for the three months ended December 31, 2016, September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015 and September 30, 2015 includes restructuring charges of $13.6 million, $1.5 million, $16.1 million, $12.4 million, $5.4 million and $24.1 million, respectively. | ||||||||||||||||||||
[3] | (3)Income (loss) from continuing operations for the three months ended September 30, 2015 includes a $37.5 million expense related to an increase in the Company's contingent liability in its securities litigation matter and 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. | ||||||||||||||||||||
[4] | (4)Income (loss) from discontinued operations, net of tax, for the three months ended June 30, 2015 includes a $154.1 million gain, net of tax, from the sale of a controlling stake in Ticket Monster. | ||||||||||||||||||||
[5] | (2)The shares of Class A and Class B common stock had equal dividend rights and converted into shares of common stock on a one-for-one basis on October 31, 2016. This full year column reflects the weighted-average Class A and Class B common shares outstanding for the period from January 1, 2016 through the October 31, 2016 conversion date and the weighted average common shares outstanding for the period from November 1, 2016 through December 31, 2016 in the denominator of the basic and diluted loss per share calculations for the year ended December 31, 2016. | ||||||||||||||||||||
[6] | (6)The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding. |
Schedule II - Valuation and 119
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Valuation Allowances and Reserves, Beginning Balance | $ 230,288 | $ 194,785 | $ 173,577 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 16,184 | 48,215 | 19,094 |
Valuation Allowances and Reserves, Period Increase (Decrease) | 1,798 | (12,712) | 2,114 |
Valuation Allowances and Reserves, Ending Balance | $ 248,270 | $ 230,288 | $ 194,785 |
MH Business Description (Detail
MH Business Description (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 27, 2015 | Dec. 31, 2011 | |
Cash and Cash Equivalents, at Carrying Value | $ 853,362 | $ 891,846 | $ 853,362 | $ 1,016,634 | $ 1,240,472 | |
Working Capital Deficit | 125,100 | |||||
Net Cash Provided by (Used in) Operating Activities | 117,105 | 262,499 | 304,804 | |||
Payments to Acquire Property, Plant, and Equipment | $ 68,893 | 83,988 | $ 83,560 | |||
Monster LP [Member] | ||||||
Cash and Cash Equivalents, at Carrying Value | 81,763 | $ 81,763 | $ 350,000 | |||
Net Cash Provided by (Used in) Operating Activities | (21,937) | |||||
Payments to Acquire Property, Plant, and Equipment | $ 6,796 |
MH Accounting Policies (Details
MH Accounting Policies (Details) - USD ($) $ in Thousands | 7 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Entity Information [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $ 4,700 | $ 5,800 |
Monster LP [Member] | ||
Entity Information [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | 16,367 | |
Partners' Capital Account, Unit-based Compensation | 300 | |
Foreign Currency Transaction Gain (Loss), Realized | $ 3,100 |
MH Business Combinations (Detai
MH Business Combinations (Details) - USD ($) number in Thousands, $ in Thousands | May 27, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||
Business Combination, Cash and Equivalents | $ 2,300 | |||||
Goodwill | $ 287,332 | $ 287,332 | $ 236,756 | $ 283,962 | ||
Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Cash and Equivalents | 24,768 | |||||
Payments to Acquire Businesses, Gross | 96,496 | |||||
Business Combination, Consideration Transferred | 259,358 | |||||
Business Combination, Current Assets, Receivables | 17,732 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 829 | |||||
Business Combination, Property, Plant, and Equipment | 5,944 | |||||
Goodwill | 218,692 | |||||
Business Combination, Other Noncurrent Assets | 3,033 | |||||
Business Combination, Assets | 381,356 | |||||
Business Combination, Current Liabilities, Accounts Payable | 5,951 | |||||
Business Combination, Accrued Merchant and Supplier Payables | 82,934 | |||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 26,182 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 5,667 | |||||
Business Combination, Liabilities | 121,998 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 259,358 | |||||
Monster LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Cash and Equivalents | $ 37,516 | |||||
Payments to Acquire Businesses, Gross | 285,000 | |||||
Partners' Capital Account, Acquisitions | 128,607 | |||||
Business Combination, Consideration Transferred | $ 413,607 | |||||
Fair Value Assumptions, Expected Volatility Rate | 0.00% | |||||
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | $ 18,866 | |||||
Business Combination, Property, Plant, and Equipment | 7,884 | |||||
Goodwill | 0 | $ 355,101 | $ 355,101 | |||
Business Combination, Assets | 582,014 | |||||
Business Combination, Current Liabilities, Accounts Payable | 9,239 | |||||
Business Combinations, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 14,942 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 7,059 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 413,607 | |||||
Capital Unit, Class B [Member] | Monster LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Class B units issued in connection with acquisition (in units) | 64,000,000 | 64,000,000 | ||||
Partners' Capital Account, Acquisitions | $ 128,607 | $ 128,607 | ||||
Business Combination, Current Assets, Receivables | 6,813 | |||||
Goodwill | 377,001 | |||||
Business Combination, Other Noncurrent Assets | 3,193 | |||||
Business Combination, Accrued Merchant and Supplier Payables | 137,167 | |||||
Business Combination, Liabilities | 168,407 | |||||
Customer Relationships [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 57,022 | ||||
Customer Relationships [Member] | Monster LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 58,278 | ||||
Customer Relationships [Member] | Monster LP [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Merchant Relationships [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 32,176 | ||||
Merchant Relationships [Member] | Monster LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 23,582 | ||||
Merchant Relationships [Member] | Monster LP [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||
Developed Technology Rights [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 571 | ||||
Developed Technology Rights [Member] | Monster LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 994 | ||||
Developed Technology Rights [Member] | Monster LP [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Trade names [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [1] | $ 19,325 | ||||
Trade names [Member] | Monster LP [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 47,887 | ||||
Trade names [Member] | Monster LP [Member] | Ticket Monster [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||||
[1] | The estimated useful lives of the acquired intangible assets are 5 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name. | |||||
[2] | (1)The estimated useful lives of the acquired intangible assets are 7 years for customer relationships, 3 years for merchant relationships, 2 years for developed technology and 12 years for trade name. |
MH PPE (Details)
MH PPE (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 484,441 | $ 519,956 | $ 484,441 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (285,544) | (348,950) | (285,544) | ||
Property, Plant and Equipment, Net | 198,897 | 171,006 | 198,897 | ||
Capitalized Computer Software, Amortization | 55,000 | 50,000 | $ 42,100 | ||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 40,029 | 35,951 | 40,029 | ||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 3,916 | 3,539 | 3,916 | ||
Internally-developed software [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | [1] | 188,602 | 213,137 | 188,602 | |
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 45,543 | $ 47,115 | 45,543 | ||
Monster LP [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 13,645 | 13,645 | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (2,192) | (2,192) | |||
Property, Plant and Equipment, Net | 11,453 | 11,453 | |||
Depreciation, Depletion and Amortization | 2,600 | ||||
Capitalized Computer Software, Amortization | 600 | ||||
Monster LP [Member] | Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 2,584 | 2,584 | |||
Monster LP [Member] | Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 5,258 | 5,258 | |||
Monster LP [Member] | Internally-developed software [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 4,364 | 4,364 | |||
Monster LP [Member] | Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 950 | 950 | |||
Monster LP [Member] | Construction in Progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 489 | $ 489 | |||
[1] | (2)The net carrying amount of internally-developed software was $70.5 million and $69.6 million as of December 31, 2016 and 2015, respectively. |
MH Goodwill Intangibles (Detail
MH Goodwill Intangibles (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 27, 2015 | |
Goodwill [Line Items] | |||||
Goodwill | $ 287,332 | $ 283,962 | $ 287,332 | $ 236,756 | |
Goodwill, Acquired During Period | 1,199 | 62,978 | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 20 | 20,629 | 20 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 19 | 14,668 | 19 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 15 | 6,566 | 15 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 12 | 898 | 12 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 12 | 154 | 12 | ||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 35 | 0 | 35 | ||
Finite-Lived Intangible Assets, Amortization Expense, Total | 111 | 42,915 | 111 | ||
Amortization of Intangible Assets | 18,948 | 19,922 | $ 20,896 | ||
Gross Carrying Value, Intangible Assets | 138,566 | 161,385 | 138,566 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (102,083) | (118,470) | (102,083) | ||
Finite-Lived Intangible Assets, Net | 36,483 | 42,915 | 36,483 | ||
Monster LP [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 355,101 | 355,101 | $ 0 | ||
Goodwill, Acquired During Period | 377,001 | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | (21,900) | ||||
Amortization of Intangible Assets | $ 11,800 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 8 months 13 days | ||||
Gross Carrying Value, Intangible Assets | $ 123,005 | 123,005 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (11,606) | (11,606) | |||
Finite-Lived Intangible Assets, Net | 111,399 | 111,399 | |||
Customer Relationships [Member] | |||||
Goodwill [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 52,204 | 67,620 | 52,204 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (43,725) | (48,282) | (43,725) | ||
Finite-Lived Intangible Assets, Net | 8,479 | 19,338 | 8,479 | ||
Customer Relationships [Member] | Monster LP [Member] | |||||
Goodwill [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 54,782 | 54,782 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (4,674) | (4,674) | |||
Merchant Relationships [Member] | |||||
Goodwill [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 9,648 | 12,103 | 9,648 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (8,064) | (8,563) | (8,064) | ||
Finite-Lived Intangible Assets, Net | 1,584 | 3,540 | 1,584 | ||
Merchant Relationships [Member] | Monster LP [Member] | |||||
Goodwill [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 22,168 | 22,168 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (4,413) | (4,413) | |||
Finite-Lived Intangible Assets, Net | 17,755 | 17,755 | |||
Developed Technology Rights [Member] | |||||
Goodwill [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 37,103 | 38,457 | 37,103 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (25,436) | (30,266) | (25,436) | ||
Finite-Lived Intangible Assets, Net | $ 11,667 | 8,191 | 11,667 | ||
Developed Technology Rights [Member] | Monster LP [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||
Gross Carrying Value, Intangible Assets | $ 934 | 934 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (279) | (279) | |||
Finite-Lived Intangible Assets, Net | 655 | 655 | |||
Trade names [Member] | |||||
Goodwill [Line Items] | |||||
Gross Carrying Value, Intangible Assets | 11,013 | 11,903 | 11,013 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (7,396) | (8,373) | (7,396) | ||
Finite-Lived Intangible Assets, Net | $ 3,617 | $ 3,530 | 3,617 | ||
Trade names [Member] | Monster LP [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||||
Gross Carrying Value, Intangible Assets | $ 45,121 | 45,121 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (2,240) | $ (2,240) |
Supplemental BS Info (Details)
Supplemental BS Info (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Entity Information [Line Items] | ||
Inventory, Finished Goods, Net of Reserves | $ 35,610 | $ 42,305 |
Prepaid Expense, Current | 46,022 | 49,134 |
Restricted Cash and Cash Equivalents, Current | 5,800 | 4,700 |
Prepaid Expense and Other Assets, Current | 113,435 | 153,705 |
Subscriber rewards and credits | 44,092 | 32,293 |
Customer Refund Liability, Current | 33,921 | 35,297 |
Deferred revenue | 36,491 | 40,396 |
Other Accrued Liabilities, Current | 150,644 | 192,067 |
Accrued Liabilities, Current | $ 383,081 | 402,724 |
Monster LP [Member] | ||
Entity Information [Line Items] | ||
Inventory, Finished Goods, Net of Reserves | 19,113 | |
Prepaid Expense, Current | 13,288 | |
Restricted Cash and Cash Equivalents, Current | 16,367 | |
Prepaid Expense and Other Assets, Current | 48,768 | |
Subscriber rewards and credits | 2,668 | |
Customer Refund Liability, Current | 597 | |
Deferred revenue | 3,545 | |
Other Accrued Liabilities, Current | 7,623 | |
Accrued Liabilities, Current | 21,454 | |
Accrued Employee Benefits | $ 7,021 |
MH Credit Facility (Details)
MH Credit Facility (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Apr. 04, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45 | ||
Monster LP [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8.5 | ||
Monster LP [Member] | Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.30% |
MH Commitments and Contingen127
MH Commitments and Contingencies (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Rent Expense | $ 50,100 | $ 49,200 | $ 51,200 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 48,693 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | 39,535 | |||
Operating Leases, Future Minimum Payments, Due Thereafter | 68,093 | |||
Operating Leases, Future Minimum Payments Due | $ 228,106 | |||
Monster LP [Member] | ||||
Operating Leases, Rent Expense | $ 2,700 | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 7 | 7 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 3 | 3 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 0 | 0 | ||
Operating Leases, Future Minimum Payments Due | $ 11 | $ 11 |
MH Partners Capital (Details)
MH Partners Capital (Details) - Monster LP [Member] - USD ($) | May 27, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2015 |
Proceeds from Sale of Interest in Partnership Unit | $ 350,000,000 | |||||
Partners' Capital | 350,000,000 | $ 353,633,000 | $ 353,633,000 | $ 353,633,000 | ||
Partners' Capital Account, Contributions | 10,000,000 | |||||
Preferred Stock, Liquidation Preference, Value | 1,116,000,000 | 1,116,000,000 | 1,116,000,000 | |||
Minimum [Member] | ||||||
Preferred Stock, Liquidation Preference, Value | 703,000,000 | 703,000,000 | 703,000,000 | |||
Maximum [Member] | ||||||
Preferred Stock, Liquidation Preference, Value | 1,116,000,000 | 1,116,000,000 | 1,116,000,000 | |||
Capital Units, Class C [Member] | ||||||
Partners' Capital | $ 0 | 0 | 0 | 0 | ||
Stock or Units Available for Distributions | 20,321,839 | 20,321,839 | ||||
Capital Units, Class C [Member] | Minimum [Member] | ||||||
Preferred Stock, Liquidation Preference, Value | 680,000,000 | 680,000,000 | 680,000,000 | |||
Capital Units, Class C [Member] | Maximum [Member] | ||||||
Preferred Stock, Liquidation Preference, Value | 703,000,000 | 703,000,000 | 703,000,000 | |||
Capital Unit, Class A [Member] | ||||||
Proceeds from Sale of Interest in Partnership Unit | $ 285,000,000 | $ 10,000,000 | ||||
Partners' Capital | $ 350,000,000 | $ 360,000,000 | $ 360,000,000 | $ 360,000,000 | ||
Limited Partners' Capital Account, Units Outstanding | 70,000,000 | 72,000,000 | 72,000,000 | 72,000,000 | ||
Partners' Capital Account, Contributions | $ 10,000,000 | $ 10,000,000 | ||||
Cash contributions for Class A units (in units) | 2,000,000 | 2,000,000 | ||||
Preferred Stock, Liquidation Preference, Value | $ 486,000,000 | $ 486,000,000 | $ 486,000,000 | |||
Capital Unit, Class B [Member] | ||||||
Proceeds from Sale of Interest in Partnership Unit | 4,800,000 | 4,800,000 | ||||
Partners' Capital | $ 0 | $ 21,024,000 | $ 21,024,000 | $ 21,024,000 | ||
Limited Partners' Capital Account, Units Outstanding | 64,000,000 | 64,000,000 | 64,000,000 | |||
Class B units issued in connection with acquisition (in units) | 64,000,000 | 64,000,000 | ||||
Capital Unit, Class B [Member] | Minimum [Member] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 486,000,000 | $ 486,000,000 | $ 486,000,000 | |||
Capital Unit, Class B [Member] | Maximum [Member] | ||||||
Preferred Stock, Liquidation Preference, Value | $ 680,000,000 | $ 680,000,000 | $ 680,000,000 |
MH Income Taxes (Details)
MH Income Taxes (Details) - USD ($) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (122,333,000) | $ (100,445,000) | $ (20,057,000) | |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (63,537,000) | (7,871,000) | 17,308,000 | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (185,870,000) | (108,316,000) | (2,749,000) | |
Current Income Tax Expense (Benefit) | 8,074,000 | (10,160,000) | 26,848,000 | |
Deferred Income Tax Expense (Benefit) | (10,621,000) | (8,985,000) | (11,124,000) | |
Provision for income taxes | (2,547,000) | (19,145,000) | 15,724,000 | |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | (65,055,000) | (37,911,000) | (962,000) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 16,184,000 | 48,215,000 | 19,094,000 | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 9,799,000 | 5,809,000 | $ 3,108,000 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | $ 52,250,000 | 50,723,000 | 52,250,000 | |
Deferred Tax Assets, Operating Loss Carryforwards | 207,581,000 | 219,584,000 | 207,581,000 | |
Deferred Tax Assets, Other | 2,080,000 | 1,155,000 | 2,080,000 | |
Deferred Tax Assets, Gross | 295,758,000 | 301,617,000 | 295,758,000 | |
Deferred Tax Assets, Valuation Allowance | (230,288,000) | (248,270,000) | (230,288,000) | |
Deferred Tax Assets, Net of Valuation Allowance | 65,470,000 | 53,347,000 | 65,470,000 | |
Deferred Tax Liabilities, Gross | 70,628,000 | 52,331,000 | 70,628,000 | |
Deferred Tax Assets, Net | 5,158,000 | 1,016,000 | 5,158,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 478,500,000 | |||
Monster LP [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 196,000 | |||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (108,115,000) | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (107,919,000) | |||
Current Income Tax Expense (Benefit) | 0 | |||
Deferred Income Tax Expense (Benefit) | 0 | |||
Provision for income taxes | 0 | |||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | (12,000) | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 12,000 | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 0 | |||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | 2,323 | 2,323 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 30,183 | 30,183 | ||
Deferred Tax Assets, Property, Plant and Equipment | 120 | 120 | ||
Deferred Tax Assets, Other | 26 | 26 | ||
Deferred Tax Assets, Gross | 32,652 | 32,652 | ||
Deferred Tax Assets, Valuation Allowance | (20,319) | (20,319) | ||
Deferred Tax Assets, Net of Valuation Allowance | 12,333 | 12,333 | ||
Deferred Tax Liabilities, Intangible Assets | 12,256 | 12,256 | ||
Deferred Tax Liabilities, Other | 77 | 77 | ||
Deferred Tax Liabilities, Gross | 12,333 | 12,333 | ||
Deferred Tax Assets, Net | 0 | 0 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 274,400,000 | $ 274,400,000 |
MH Related Party (Details)
MH Related Party (Details) - USD ($) $ in Millions | May 27, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 days | |||
Monster LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Partners' Capital Account, Unit-based Compensation | $ 0.3 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 400,000 | 400,000 | ||
Restricted Stock or Unit Expense | $ 1.2 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months | |||
Investment Advisory Fees | $ 1.5 | |||
Proceeds from Sale of Interest in Partnership Unit | $ 350 | |||
Monster LP [Member] | Capital Unit, Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Partners' Capital Account, Units, Sale of Units | 64,000,000 | 2,515,461 | 2,529,998 | |
Proceeds from Sale of Interest in Partnership Unit | $ 4.8 | $ 4.8 | ||
Costs Incurred [Member] | Monster LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Investment Advisory Fees | 0.9 | |||
Due to Counterparties [Member] | Monster LP [Member] | ||||
Related Party Transaction [Line Items] | ||||
Investment Advisory Fees | $ 0.6 |
MH Sub Events (Details)
MH Sub Events (Details) - Capital Units, Class C [Member] - Monster LP [Member] - USD ($) | May 27, 2015 | Mar. 31, 2016 |
Subsequent Event [Line Items] | ||
Stock Granted, Value, Share-based Compensation, Gross | $ 23,800,000 | |
Stock or Units Available for Distributions | 20,321,839 | 20,321,839 |
Uncategorized Items - grpn-2016
Label | Element | Value |
Monster LP [Member] | ||
Partners' Capital Account, Expenses Funded by Unit Holder | grpn_PartnersCapitalAccountExpensesFundedbyUnitHolder | $ (336,000) |