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Groupon Announces Second Quarter 2018 Results

August 3, 2018 8:30 AM

Generates Q2 Gross Profit of $324 Million, Reiterates Adjusted EBITDA Guidance

CHICAGO--(BUSINESS WIRE)-- Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended June 30, 2018.

"In the second quarter, we continued our progress and invested in the key things necessary to make Groupon the daily habit in local commerce," said CEO Rich Williams. "With strong Adjusted EBITDA and free cash flow, as well as improvement in International and continued operational efficiency, we enter the second half of 2018 well positioned for success."

Second Quarter 2018 Summary

North America

International

Consolidated

Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operating measures are included below in the section titled "Terminology Changes, Non-GAAP Financial Measures and Operating Metrics" and in the accompanying tables. All comparisons are year-over-year unless otherwise provided.

Outlook

For the full year 2018, Groupon continues to expect Adjusted EBITDA to be between $280 million and $290 million. Excluding any amounts that might be paid related to the IBM litigation, Groupon anticipates generating free cash flow of approximately $200 million.

Conference Call

A conference call will be webcast live today at 9:00 a.m. CDT / 10:00 a.m. EDT and will be available on Groupon’s investor relations website at http://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company’s financial and operating results.

Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Groupon promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings. Groupon uses its investor relations site (investor.groupon.com) and the Groupon blog (www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Terminology Changes, Non-GAAP Financial Measures and Operating Metrics

In prior years, we referred to our product revenue and service revenue as "direct revenue" and "third-party and other revenue," respectively. This terminology change did not impact the amounts presented in the condensed consolidated financial statements accompanying this release.

In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders, non-GAAP income (loss) per share, non-GAAP provision (benefit) for income taxes and free cash flow. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial and Operating Metrics" included in the tables accompanying this release.

We exclude the following items from one or more of our non-GAAP financial measures:

Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.

Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net is comprised of the change in the fair value of contingent consideration arrangements and external transaction costs related to business combinations, primarily consisting of legal and advisory fees. The composition of our contingent consideration arrangements and the impact of those arrangements on our operating results vary over time based on a number of factors, including the terms of our business combinations and the timing of those transactions. We exclude acquisition-related expense (benefit), net because we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and facilitate comparisons to our historical operating results.

Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.

Interest and Other Non-Operating Items. Interest and other non-operating items include: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense, including non-cash interest expense from our convertible senior notes. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.

Special Charges and Credits. For the three months ended June 30, 2018 and 2017, special charges and credits included charges related to our restructuring plan. For the three months ended June 30, 2018, special charges and credits also included the $75.0 million charge recorded in the second quarter of 2018 related to a patent litigation case with IBM. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Foreign exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.

Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. However, Adjusted EBITDA is not intended to be a substitute for income (loss) from continuing operations.

Non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes, Non-GAAP net income (loss) attributable to common stockholders and non-GAAP income (loss) per diluted share are non-GAAP performance measures that adjust our net income attributable to common stockholders and earnings per share to exclude the impact of:

We believe that excluding the above items from our measures of non-GAAP income from continuing operations before provision (benefit) from income taxes, non-GAAP net income attributable to common stockholders and non-GAAP earnings per diluted share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.

Non-GAAP Provision (Benefit) for Income Taxes. Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income from continuing operations before provision (benefit) for income taxes.

Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from continuing operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period.

Descriptions of the operating metrics included in this release and the accompanying tables are as follows:

Gross Billings. This metric represents the total dollar value of customer purchases of goods and services. For sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services, which comprise a substantial majority of our service revenue transactions, gross billings differs from revenue reported in our condensed consolidated statements of operations, which is presented net of the merchant's share of the transaction price. For product revenue transactions, gross billings are equivalent to product revenue reported in our condensed consolidated statements of operations. We consider this metric to be an important indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings on service revenue transactions also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.

Active customers. We define active customers as unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. For entities that we have acquired in a business combination, this metric includes active customers of the acquired entity, including customers who made purchases prior to the acquisition. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites and mobile applications in our active customers metric, so the acquisition of Cloud Savings Company, Ltd. on April 30, 2018 did not impact that metric.

Units. This metric represents the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider unit growth to be an important indicator of the total volume of business conducted through our marketplaces.

Gross profit per active customer. This metric represents the TTM gross profit generated per active customer. We use this metric to evaluate trends in the average contribution to gross profit on a per-customer basis. We updated the calculation of this metric in the current year to reflect active customers as of the end of the period, rather than the average of active customers as of the beginning and end of period, in the denominator of the calculation. Because our active customer metrics are based on purchases over a TTM period, we believe that this change improves the usefulness of this metric. The prior periods presented have been updated to reflect this change.

Note on Forward-Looking Statements

The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, risk related to volatility in our operating results; execution of our business and marketing strategies; retaining existing customers and adding new customers; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments and any potential adverse impact from the United Kingdom's likely exit from the European Union; retaining and adding high quality merchants; our voucherless offerings; cybersecurity breaches; competing successfully in our industry; changes to merchant payment terms; providing a strong mobile experience for our customers; maintaining our information technology infrastructure; delivery and routing of our emails; claims related to product and service offerings; managing inventory and order fulfillment risks; litigation; managing refund risks; retaining and attracting members of our executive team; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR and regulation of the Internet and e-commerce; classification of our independent contractors; protecting our intellectual property; maintaining a strong brand; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; our common stock, including volatility in our stock price; our convertible senior notes; and our ability to realize the anticipated benefits from the hedge and warrant transactions. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the company's Annual Report on Form 10-K for the year ended December 31, 2017, and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company's Investor Relations web site at investor.groupon.com or the SEC's web site at www.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations as of August 3, 2018. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Groupon

Groupon (NASDAQ: GRPN) is building the daily habit in local commerce, offering a vast mobile and online marketplace where people discover and save on amazing things to do, eat, see and buy. By enabling real-time commerce across local businesses, travel destinations, consumer products and live events, shoppers can find the best a city has to offer.

Groupon is redefining how small businesses attract and retain customers by providing them with customizable and scalable marketing tools and services to profitably grow their businesses.

To download Groupon's top-rated mobile apps, visit www.groupon.com/mobile. To search for great deals or subscribe to Groupon emails, visit www.groupon.com. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.groupon.com/merchant.

Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
June 30, 2018 December 31, 2017
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 662,893 $ 880,129
Accounts receivable, net 76,302 98,294
Prepaid expenses and other current assets (including $8,517 and $0 at June 30, 2018 and December 31, 2017, respectively, at fair value) 104,524 94,025
Total current assets 843,719 1,072,448
Property, equipment and software, net 148,450 151,145
Goodwill 328,799 286,989
Intangible assets, net 37,075 19,196
Investments (including $86,578 and $109,751 at June 30, 2018 and December 31, 2017, respectively, at fair value) 109,606 135,189
Other non-current assets 21,051 12,538
Total Assets $ 1,488,700 $ 1,677,505
Liabilities and Equity
Current liabilities:
Accounts payable $ 23,026 $ 31,968
Accrued merchant and supplier payables 528,224 770,335
Accrued expenses and other current liabilities 367,519 331,196
Total current liabilities 918,769 1,133,499
Convertible senior notes, net 195,559 189,753
Other non-current liabilities 103,235 102,408
Total Liabilities 1,217,563 1,425,660
Commitments and contingencies
Stockholders' Equity
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized; 755,806,627 shares issued and 567,204,385 shares outstanding at June 30, 2018; 748,541,862 shares issued and 559,939,620 shares outstanding at December 31, 2017 76 75
Additional paid-in capital 2,206,741 2,174,708
Treasury stock, at cost, 188,602,242 shares at June 30, 2018 and December 31, 2017 (867,450 ) (867,450 )
Accumulated deficit (1,101,342 ) (1,088,204 )
Accumulated other comprehensive income (loss) 32,307 31,844
Total Groupon, Inc. Stockholders' Equity 270,332 250,973
Noncontrolling interests 805 872
Total Equity 271,137 251,845
Total Liabilities and Equity $ 1,488,700 $ 1,677,505
Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Revenue:
Service $ 295,652 $ 315,854 $ 597,449 $ 617,426
Product 321,744 346,765 646,487 718,819
Total revenue 617,396 662,619 1,243,936 1,336,245
Cost of revenue:
Service 30,230 38,478 61,375 81,351
Product 263,508 296,074 534,018 617,376
Total cost of revenue 293,738 334,552 595,393 698,727
Gross profit 323,658 328,067 648,543 637,518
Operating expenses:
Marketing 94,178 100,658 193,334 187,000
Selling, general and administrative 294,124 230,223 516,185 462,281
Restructuring charges (399 ) 4,584 (116 ) 7,315
Total operating expenses 387,903 335,465 709,403 656,596
Income (loss) from operations (64,245 ) (7,398 ) (60,860 ) (19,078 )
Other income (expense), net (26,457 ) 5,878 (34,972 ) 1,276
Income (loss) from continuing operations before provision (benefit) for income taxes (90,702 ) (1,520 ) (95,832 ) (17,802 )
Provision (benefit) for income taxes 1,552 3,883 (783 ) 8,470
Income (loss) from continuing operations (92,254 ) (5,403 ) (95,049 ) (26,272 )
Income (loss) from discontinued operations, net of tax — (1,376 ) — (889 )
Net income (loss) (92,254 ) (6,779 ) (95,049 ) (27,161 )
Net income attributable to noncontrolling interests (2,780 ) (2,547 ) (6,873 ) (6,579 )
Net income (loss) attributable to Groupon, Inc. $ (95,034 ) $ (9,326 ) $ (101,922 ) $ (33,740 )
Basic and diluted net income (loss) per share:
Continuing operations $ (0.17 ) $ (0.01 ) $ (0.18 ) $ (0.06 )
Discontinued operations 0.00 (0.01 ) 0.00 0.00
Basic and diluted net income (loss) per share $ (0.17 ) $ (0.02 ) $ (0.18 ) $ (0.06 )
Weighted average number of shares outstanding
Basic 565,284,705 559,762,180 563,502,954 560,978,712
Diluted 565,284,705 559,762,180 563,502,954 560,978,712
Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Operating activities
Net income (loss) $ (92,254 ) $ (6,779 ) $ (95,049 ) $ (27,161 )
Less: Income (loss) from discontinued operations, net of tax — (1,376 ) — (889 )
Income (loss) from continuing operations (92,254 ) (5,403 ) (95,049 ) (26,272 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software 25,428 28,496 52,149 57,163
Amortization of acquired intangible assets 3,526 6,183 6,466 11,583
Stock-based compensation 16,318 21,440 35,644 41,141
Impairments of investments 9,189 — 10,044 —
Deferred income taxes — 833 (6,575 ) 759
(Gain) loss from changes in fair value of investments 3,035 1,448 8,068 1,145
Amortization of debt discount on convertible senior notes 2,940 2,655 5,806 5,242
Change in assets and liabilities, net of acquisitions and dispositions:
Accounts receivable 9,673 5,635 27,296 16,229
Prepaid expenses and other current assets (8,112 ) (16,519 ) 1,489 (11,139 )
Accounts payable (999 ) 2,461 (9,340 ) (10,723 )
Accrued merchant and supplier payables (29,652 ) (44,716 ) (172,982 ) (182,954 )
Accrued expenses and other current liabilities 92,704 (5,451 ) 51,140 (41,491 )
Other, net 12,379 (16,452 ) 10,272 (18,159 )
Net cash provided by (used in) operating activities from continuing operations 44,175 (19,390 ) (75,572 ) (157,476 )
Net cash provided by (used in) operating activities from discontinued operations — (1,097 ) — (2,195 )
Net cash provided by (used in) operating activities 44,175 (20,487 ) (75,572 ) (159,671 )
Investing activities
Purchases of property and equipment and capitalized software (17,373 ) (15,385 ) (37,517 ) (29,461 )
Proceeds from maturity of investment — 1,843 — 1,843
Acquisition of business, net of acquired cash (57,821 ) — (57,821 ) —
Acquisitions of intangible assets and other investing activities (520 ) (240 ) (758 ) (184 )
Net cash provided by (used in) investing activities from continuing operations (75,714 ) (13,782 ) (96,096 ) (27,802 )
Net cash provided by (used in) investing activities from discontinued operations — (2,001 ) — (9,548 )
Net cash provided by (used in) investing activities (75,714 ) (15,783 ) (96,096 ) (37,350 )
Financing activities
Payments for purchases of treasury stock — (24,279 ) — (51,513 )
Taxes paid related to net share settlements of stock-based compensation awards (6,959 ) (6,386 ) (16,138 ) (15,356 )
Proceeds from stock option exercises and employee stock purchase plan 70 9 2,504 2,477
Distributions to noncontrolling interest holders (3,625 ) (2,976 ) (6,940 ) (6,426 )
Payments of capital lease obligations (8,215 ) (8,603 ) (17,239 ) (16,670 )
Payments of contingent consideration related to acquisitions — (5,689 ) (1,815 ) (5,689 )
Other financing activities — — — (473 )
Net cash provided by (used in) financing activities (18,729 ) (47,924 ) (39,628 ) (93,650 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations (12,835 ) 13,324 (6,644 ) 17,297
Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations (63,103 ) (70,870 ) (217,940 ) (273,374 )
Less: Net increase (decrease) in cash classified within current assets of discontinued operations — — — (28,866 )
Net increase (decrease) in cash, cash equivalents and restricted cash (63,103 ) (70,870 ) (217,940 ) (244,508 )
Cash, cash equivalents and restricted cash, beginning of period 730,644 701,268 885,481 874,906
Cash, cash equivalents and restricted cash, end of period $ 667,541 $ 630,398 $ 667,541 $ 630,398
Groupon, Inc.
Supplemental Financial and Operating Metrics
(dollars in thousands; active customers in millions)
(unaudited)
Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018
North America Segment: Q2 2018
Gross Billings (1): Y/Y Growth
Local $ 615,833 $ 606,184 $ 605,460 $ 543,021 548,056 (11.0 ) %
Travel 112,670 93,186 84,504 102,499 93,809 (16.7 )
Goods 245,924 229,479 369,973 209,476 196,501 (20.1 )
Total Gross Billings $ 974,427 $ 928,849 $ 1,059,937 $ 854,996 $ 838,366 (14.0 ) %
Revenue:
Local $ 207,534 $ 194,090 $ 223,410 $ 187,411 $ 185,870 (10.4 ) %
Travel 22,320 18,300 17,413 20,084 19,888 (10.9 )
Goods 222,058 201,824 333,862 185,761 174,506 (21.4 )
Total Revenue $ 451,912 $ 414,214 $ 574,685 $ 393,256 $ 380,264 (15.9 ) %
Gross Profit:
Local $ 179,609 $ 162,914 $ 196,708 $ 166,756 $ 165,285 (8.0 ) %
Travel 17,755 14,060 13,614 16,002 16,303 (8.2 )
Goods 36,496 30,934 54,651 36,922 37,783 3.5
Total Gross Profit $ 233,860 $ 207,908 $ 264,973 $ 219,680 $ 219,371 (6.2 ) %
Operating income (loss) $ (12,033 ) $ (6,995 ) $ 33,766 $ (1,860 ) $ (68,524 ) (469.5 ) %
International Segment: Q2 2018
Y/Y Growth
Gross Billings: Y/Y Growth

FX Effect (2)

excluding FX (2)

Local $ 189,408 $ 202,991 $ 229,167 $ 217,307 $ 203,248 7.3 % (6.2 ) 1.1 %
Travel 45,981 49,837 59,666 57,522 48,766 6.1 (6.9 ) (0.8 )
Goods 154,417 159,820 233,422 163,439 173,883 12.6 (8.4 ) 4.2
Total Gross Billings $ 389,806 $ 412,648 $ 522,255 $ 438,268 $ 425,897 9.3 % (7.2 ) 2.1 %
Revenue:
Local $ 66,108 $ 71,574 $ 80,209 $ 74,578 $ 71,425 8.0 % (6.5 ) 1.5 %
Travel 10,796 9,801 12,187 11,436 9,706 (10.1 ) (5.9 ) (16.0 )
Goods 133,803 138,877 206,085 147,270 156,001 16.6 (9.1 ) 7.5
Total Revenue $ 210,707 $ 220,252 $ 298,481 $ 233,284 $ 237,132 12.5 % (8.0 ) 4.5 %
Gross Profit:
Local $ 62,303 $ 67,860 $ 75,991 $ 70,215 $ 67,360 8.1 % (6.5 ) 1.6 %
Travel 9,996 8,922 11,334 10,651 8,919 (10.8 ) (5.9 ) (16.7 )
Goods 21,908 24,735 34,620 24,339 28,008 27.8 (9.3 ) 18.5
Total Gross Profit $ 94,207 $ 101,517 $ 121,945 $ 105,205 $ 104,287 10.7 % (7.1 ) 3.6 %
Operating income (loss) $ 4,635 $ 5,782 $ 15,960 $ 5,245 $ 4,279 (7.7 ) %
Consolidated Results of Operations:
Gross Billings:
Local $ 805,241 $ 809,175 $ 834,627 $ 760,328 $ 751,304 (6.7 ) % (1.5 ) (8.2 ) %
Travel 158,651 143,023 144,170 160,021 142,575 (10.1 ) (2.0 ) (12.1 )
Goods 400,341 389,299 603,395 372,915 370,384 (7.5 ) (3.2 ) (10.7 )

Total Gross Billings

$ 1,364,233 $ 1,341,497 $ 1,582,192 $ 1,293,264 $ 1,264,263 (7.3 ) % (2.1 ) (9.4 ) %
Revenue:
Local $ 273,642 $ 265,664 $ 303,619 $ 261,989 $ 257,295 (6.0 ) % (1.6 ) (7.6 ) %
Travel 33,116 28,101 29,600 31,520 29,594 (10.6 ) (2.0 ) (12.6 )
Goods 355,861 340,701 539,947 333,031 330,507 (7.1 ) (3.4 ) (10.5 )
Total Revenue $ 662,619 $ 634,466 $ 873,166 $ 626,540 $ 617,396 (6.8 ) % (2.6 ) (9.4 ) %
Gross Profit:
Local $ 241,912 $ 230,774 $ 272,699 $ 236,971 $ 232,645 (3.8 ) % (1.7 ) (5.5 ) %
Travel 27,751 22,982 24,948 26,653 25,222 (9.1 ) (2.2 ) (11.3 )
Goods 58,404 55,669 89,271 61,261 65,791 12.6 (3.6 ) 9.0
Total Gross Profit $ 328,067 $ 309,425 $ 386,918 $ 324,885 $ 323,658 (1.3 ) % (2.1 ) (3.4 ) %
Operating income (loss) $ (7,398 ) $ (1,213 ) $ 49,726 $ 3,385 $ (64,245 ) (768.4 ) %
Net cash provided by (used in) operating activities from continuing operations $ (19,390 ) $ 21,772 $ 266,249 $ (119,747 ) $ 44,175 327.8 %
Free Cash Flow $ (34,775 ) $ 7,517 $ 250,807 $ (139,891 ) $ 26,802 177.1 %
Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018
Active Customers (3)
North America 31.9 32.5 32.7 32.6 32.2
International 16.4 16.6 16.8 17.0 17.1
Total Active Customers 48.3 49.1 49.5 49.6 49.3
TTM Gross Profit / Active Customer (4)
North America $ 28.41 $ 28.09 $ 28.35 $ 28.38 $ 28.36
International 22.88 23.19 24.16 24.83 25.24
Consolidated 26.53 26.43 26.93 27.16 27.27
Consolidated Units 44.5 44.1 54.6 42.4 40.0
Year-over-year unit growth:
North America (1.9 ) % (0.1 ) % (6.6 ) % (11.3 ) % (14.3 ) %
International (7.8 ) (1.5 ) (3.9 ) 2.0 (0.6 )
Consolidated (3.8 ) (0.5 ) (5.7 ) (7.2 ) (10.1 )
Headcount
Sales (5) 2,485 2,457 2,407 2,404 2,373
Other 4,176 4,159 4,265 4,235 4,262
Total Headcount 6,661 6,616 6,672 6,639 6,635
(1) Represents the total dollar value of customer purchases of goods and services.
(2) Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.
(3) Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.
(4) During the first quarter 2018, we updated the calculation of TTM Gross Profit / Active Customer to reflect active customers as of the end of the period, rather than the average of active customers as of the beginning and end of period, in the denominator of the calculation. Because our active customer metrics are based on purchases over a TTM period, we believe that this change improves the usefulness of this metric. The prior period amounts have been updated to reflect this change.
(5) Includes merchant sales representatives, as well as sales support personnel.

Groupon, Inc.Non-GAAP Reconciliation Schedules(in thousands, except share and per share amounts)(unaudited)

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP performance measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Net income (loss) from continuing operations for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP performance measure, Diluted net income (loss) per share, for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.

Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018
Income (loss) from continuing operations $ (5,403 ) $ 3,802 $ 51,071 $ (2,795 ) $ (92,254 )
Adjustments:
Stock-based compensation (1) 21,392 18,235 21,673 19,278 16,266
Depreciation and amortization 34,679 35,231 33,850 29,661 28,954
Acquisition-related expense (benefit), net 36 — — — 655
Restructuring charges 4,584 11,503 10 283 (399 )
Gain on sale of intangible assets

—

(17,149 ) — — —
IBM patent litigation — — — — 75,000
Other (income) expense, net (5,878 ) (7,546 ) 2,112 8,515 26,457
Provision (benefit) for income taxes 3,883 2,531 (3,457 ) (2,335 ) 1,552
Total adjustments 58,696 42,805 54,188 55,402 148,485
Adjusted EBITDA $ 53,293 $ 46,607 $ 105,259 $ 52,607 $ 56,231
(1) Represents stock-based compensation recorded within Selling, general and administrative, Cost of revenue and Marketing. Other (income) expense, net, includes $0.05 million, $0.07 million, $0.06 million, $0.05 million and $0.05 million of additional stock-based compensation for the three months ended June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018 and June 30, 2018, respectively. Restructuring charges include $0.8 million of additional stock-based compensation for the three months ended September 30, 2017.

The following is a reconciliation of the Company's annual outlook for Adjusted EBITDA to the Company's outlook for the most comparable U.S. GAAP performance measure, Income (loss) from continuing operations.

Year Ending December
31, 2018
Expected income (loss) from continuing operations range $ (45,000) to (35,000)
Expected adjustments:
Stock-based compensation 80,000
Depreciation and amortization 120,000
IBM patent litigation 75,000
Other (income) expense, net 43,000
Provision (benefit) for income taxes 7,000
Total expected adjustments 325,000
Expected Adjusted EBITDA range $ 280,000 to 290,000

The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions, changes in the fair values of investments, foreign currency gains or losses, adjustments to our accrual for IBM patent litigation or unusual or infrequently occurring items that may occur during the remainder of 2018.

The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months ended June 30, 2018 and 2017.

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Net income (loss) attributable to common stockholders $ (95,034 ) $ (9,326 ) $ (101,922 ) $ (33,740 )
Less: Net income attributable to noncontrolling interest (2,780 ) (2,547 ) (6,873 ) (6,579 )
Net income (loss) (92,254 ) (6,779 ) (95,049 ) (27,161 )
Less: Income (loss) from discontinued operations, net of tax — (1,376 ) — (889 )
Income (loss) from continuing operations (92,254 ) (5,403 ) (95,049 ) (26,272 )
Less: Provision (benefit) for income taxes 1,552 3,883 (783 ) 8,470
Income (loss) from continuing operations before provision (benefit) for income taxes (90,702 ) (1,520 ) (95,832 ) (17,802 )
Stock-based compensation 16,318 21,440 35,644 41,141
Amortization of acquired intangible assets 3,526 6,183 6,466 11,583
Acquisition-related expense (benefit), net 655 36 655 48
Restructuring charges (399 ) 4,584 (116 ) 7,315
IBM patent litigation 75,000 — 75,000 —
Losses (gains), net from changes in fair value of investments 3,035 1,448 8,068 1,145
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings 11,047 (10,112 ) 7,620 (10,222 )
Non-cash interest expense on convertible senior notes 2,940 2,655 5,806 5,242
Non-GAAP income (loss) from continuing operations before provision (benefit) for income taxes 21,420 24,714 43,311 38,450
Non-GAAP provision (benefit) for income taxes 7,925 10,212 9,486 14,744
Non-GAAP net income (loss) 13,495 14,502 33,825 23,706
Net income attributable to noncontrolling interest (2,780 ) (2,547 ) (6,873 ) (6,579 )
Non-GAAP net income (loss) attributable to common stockholders $ 10,715 $ 11,955 $ 26,952 $ 17,127
Weighted-average shares of common stock - diluted 565,284,705 559,762,180 563,502,954 560,978,712
Incremental dilutive securities 8,982,700 6,821,361 9,527,932 7,152,421
Weighted-average shares of common stock - non-GAAP 574,267,405 566,583,541 573,030,886 568,131,133
Diluted net loss per share $ (0.17 ) $ (0.02 ) $ (0.18 ) $ (0.06 )
Impact of non-GAAP adjustments and related tax effects 0.19 0.04 0.23 0.09
Non-GAAP net income per share $ 0.02 $ 0.02 $ 0.05 $ 0.03

Free cash flow is a non-GAAP liquidity measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP liquidity measure, Net cash provided by (used in) operating activities from continuing operations.

Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018
Net cash provided by (used in) operating activities from continuing operations (1) $ (19,390 ) $ 21,772 $ 266,249 $ (119,747 ) $ 44,175
Purchases of property and equipment and capitalized software from continuing operations (15,385 ) (14,255 ) (15,442 ) (20,144 ) (17,373 )
Free cash flow (1) $ (34,775 ) $ 7,517 $ 250,807 $ (139,891 ) $ 26,802
Net cash provided by (used in) investing activities from continuing operations $ (13,782 ) $ 18,230 $ (15,751 ) $ (20,382 ) $ (75,714 )
Net cash provided by (used in) financing activities $ (47,924 ) $ (27,972 ) $ (16,424 ) $ (20,899 ) $ (18,729 )
(1) Prior period cash flows from operating activities of continuing operations has been updated from negative $20.7 million, $23.9 million and $270.6 million previously reported for the three months ended June 30, 2017, September 30, 2017 and December 31, 2017, respectively, and prior period free cash flow has been updated from negative $36.1 million, $9.6 million and $255.1 million previously reported for the three months ended June 30, 2017, September 30, 2017 and December 31, 2017, respectively, to reflect the adoption of ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash, on January 1, 2018. For additional information on the adoption of ASU 2016-18, refer to Note 2, Adoption of New Accounting Standards, in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

The following is a reconciliation of the Company's annual outlook for free cash flow to the Company's outlook for the most comparable U.S. GAAP liquidity measure, Net cash provided by (used in) operating activities from continuing operations.

Year Ending
December 31,2018
Expected net cash provided by (used in) operating activities from continuing operations $ 270,000
Expected purchases of property and equipment and capitalized software from continuing operations (70,000 )
Expected free cash flow $ 200,000

The outlook provided above does not reflect the potential impact of payments that could be disbursed during the remainder of 2018, if any, related to the IBM patent litigation matter.

Groupon, Inc.

Investor Relations

Heather Davis

312-662-7370

[email protected]

or

Public Relations

Bill Roberts

312-459-5191

[email protected]

Source: Groupon, Inc.

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