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Tag: Groupon

  • Groupon’s Answer To Amazon’s Drones: Delivery Catapults

    Groupon has a new internal video it has passed along to us, which discusses the company’s answer to Amazon Prime Air.

    “While other companies drone on about their risky, experimental new methods of package delivery, only Groupon is looking forward…by looking back,” it says.

    “The technology…it’s proven. It’s tested. We’re talking about principles of package delivery that have been around since the time of King Arthur,” says Everett Weiss, Groupon SVP Innovations. “Look, that guy knew something about keeping precious cargo safe.”

    He adds, “Look, we’re a technology company, but we draw the line at creating autonomous robots that buzz by your house, wake up your sleeping baby, and who knows, take pictures of you while you’re in the shower? What Groupon is about is great deals, great service, and medieval catapults.”

    I guess they still have their sense of humor after all.

    Image: Groupon (YouTube)

  • Groupon Claims The Kidz Club Never Happened, But It Totally Did

    Last year, Groupon attempted to branch out and appeal to a younger market with the Groupon Kidz Club. It was bizarre to say the least, but it slowly wormed its way into our hearts with a cast of ridiculous characters, like Pyles, FopTop and Roll.

    Unfortunately, Groupon has neglected the Kidz Club over the past year since the release of the first episode of a cartoon series that introduced us to the Boring Brigade, E-Male’s deadly laser vision and the son of a Groupon exec named Question Mark.

    Thankfully, the video is still available on Groupon’s YouTube page. You should watch it again to relive the magic:

    The above cartoon premiered over a year ago, and there hasn’t been anything new on the Kidz Club front since then. In early October, I asked Groupon about it and was told that we may see a return:

    While that may have filled Kidz Club fans with hope, Groupon dashed those hopes yesterday when I asked them about it again:

    If you click through the link to the official Groupon Kidz Club page, you’re now greeted by this:

    Groupon Claims The Kidz Club Never Happened, But It Totally Did

    After that, I pushed further to only receive the following response:

    It’s pretty obvious that Groupon wants to distance itself from its infamous Kidz Club, but the company never gave a reason why. I can think of a few reasons though. For starters, marketing to children is always a risky proposition, especially for online businesses, and Groupon may not have seen the engagement they wanted from parents looking for deals on products for children.

    A more likely explanation, however, is that the Kidz Club was never really all that kid friendly. By the time the cartoon premiered, it seemed that Groupon was finally in on the joke if it wasn’t already before. It cemented the fact that the Kidz Club was never really about kids, and that putting resources behind entertainment for stoned college students might not be all that wise for the struggling company.

    In all honesty, it’s easy to see why the Kidz Club was killed off, but it doesn’t make its passing any less painful. It was, and still remains, one of the weirdest things to ever appear on the Internet, and it will forever live in the hearts of fans.

    [Image: Groupon/YouTube]

  • Groupon Is Giving Away $100 Million In Groupon Bucks For Black Friday

    Groupon announced on Tuesday that it’s giving users $100 million in Groupon Bucks (spread among “tens of millions” of subscribers).

    Some lucky users will get up to $5,000 worth, and one will even get $25,000 worth. This can be used towards a year-long “Groupon shopping spree”. That customer is also getting $5,000 in cash.

    “With more than 65,000 great deals and the biggest Groupon promotion ever, we’re giving our customers the chance to skip the lines and save even more cash on Black Friday by checking Groupon first,” said Rich Williams, senior vice president of global marketing for Groupon.

    All you have to do to see if you’ve won any of Groupon’s prizes is sign in on Groupon.com on Black Friday. If you won, you’ll see a message. Obviously, you’ll need an account.

    Groupon gave away $5 million in Groupon Bucks earlier this month to celebrate its birthday.

    Image: Groupon

  • Groupon Reportedly Refuses To Fix False Deal Until It’s Over, Massage Therapist Furious [Updated]

    Update: A Groupon spokesperson has now told us, “We have paused the deal, fixed the name and also contacted Google in order to de-index the link from search results (which typically takes 1-2 business days to process).”

    It’s getting to be that time of the year. People want to buy gifts for the people they care about, and for some people, a massage is just the perfect thing.

    When you think of shopping online for a massage, what’s the first source you think of? I’ll bet that it’s Groupon. The deals provider is known (almost infamously) for frequently offering deals for massages and spas.

    One particular massage therapist isn’t very happy about seeing her name appear in a current deal. Especially considering that the deal is for a business that she’s not even part of. Nor is she thrilled that Groupon continues to run the deal despite having been made aware of the error.

    Carlos Scarpero at DaytonPulse , a Dayton small business publication, discusses the situation in an article. The massage therapist in question is his wife Kate. You can see the deal bearing her name in the image above.

    The deal has been indexed by Google, so it’s out there for people looking for massage deals. It has also been picked up by deal aggregation sites, of course.

    Suffice it to say, Kate and Carlos are not happy about it, especially considering that they were not very high on Groupon in the first place. According to Carlos, Kate “hates” what Groupon has done to the massage therapy industry. He points to a 2012 USA Today article saying only 3% of retailers report getting repeat business from daily deals promotions.

    “Kate may not like Groupon, but the new management at The Massage Room decided to run one. That’s fine. It’s a free country. Just don’t involve us in it,” Carlos writes. “But what happened next was pretty shocking. Kate started getting inquiries from people wanting to redeem their Groupons.”

    He explains, “We find the listing and Groupon has the Massage Room listed as The Massage Room- Kate Scarpero, even though Kate left several months ago! Kate wasn’t even the owner of The Massage Room to begin with. She was a subcontractor there. Let me repeat….Kate NEVER has been an owner of The Massage Room.”

    So Kate called the Massage Room to see if they knew about it. They didn’t. When they found out, according to the article, they complained to Groupon, but were told, “sorry, can’t change it until the deal is over.”

    That’s not sitting too well with the Scarperos.

    We’ve reached out to Groupon for comment, and will update if and when we hear back.

    Thanks to DaytonPulse for the tip.

    Image: Groupon

  • Groupon Announces Q3 Earnings, Ticket Monster Acquisition

    Groupon just released its earnings report for the third quarter, and announced an agreement to acquire Ticket Monster from its rival LivingSocial for $260 million cash and stock.

    Revenue was up 5% year over year at $595.1 million. Gross profit was down to $359.6 million compared to $386.8 million for the same quarter last year.

    “Our Local business showed continued strength in the quarter, particularly in North America,” said Eric Lefkofsky, CEO of Groupon. “Mobile adoption continued to increase in Q3, reflected in our record 9 million app downloads. We’re pleased with our progress, but we still have work to do as we transform the business from our daily deal email roots to a full ecommerce marketplace.”

    “We’re also excited to announce today that we’ve signed an agreement to acquire Ticket Monster, one of the leading ecommerce companies in Korea,” said Lefkofsky. “Ticket Monster has been successful building a mobile commerce business in one of the largest markets in the world. It will serve as the cornerstone of our Asian business, bringing scale and ecommerce expertise to that region.”

    The deal is expected to close in the first half of next year.

    Here’s the earnings release in its entirety:

    CHICAGO–(BUSINESS WIRE)– Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended September 30, 2013.

    “Our Local business showed continued strength in the quarter, particularly in North America,” said Eric Lefkofsky, CEO of Groupon. “Mobile adoption continued to increase in Q3, reflected in our record 9 million app downloads. We’re pleased with our progress, but we still have work to do as we transform the business from our daily deal email roots to a full ecommerce marketplace.”

    “We’re also excited to announce today that we’ve signed an agreement to acquire Ticket Monster, one of the leading ecommerce companies in Korea,” added Lefkofsky. “Ticket Monster has been successful building a mobile commerce business in one of the largest markets in the world. It will serve as the cornerstone of our Asian business, bringing scale and ecommerce expertise to that region.”

    Third Quarter 2013 Summary

    Gross billings, which reflect the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds, increased 10% globally to $1.34 billion in the third quarter 2013, compared with $1.22 billion in the third quarter 2012.North America growth of 20% and EMEA growth of 12% was offset by a 13% decline in Rest of World.

    Revenue increased 5% to $595.1 million in the third quarter 2013, compared with $568.6 million in the third quarter 2012. North Americarevenue growth of 24% was offset by a 21% decline in EMEA and a 4% decline in Rest of World.

    Gross profit was $359.6 million in the third quarter 2013, compared with $386.8 million in the third quarter 2012.

    Operating income was $13.8 million in the third quarter 2013, compared with $25.4 million in the third quarter 2012. Operating income decreased $13.6 million compared with the second quarter 2013.

    Operating income excluding stock compensation and acquisition-related costs, net, a non-GAAP financial measure, was $39.2 million in the third quarter 2013, compared with $50.5 million in the third quarter 2012. Operating income excluding stock compensation and acquisition-related costs, net, decreased $19.9 million compared with the second quarter 2013.

    Revenue and operating profit in the third quarter 2012 included a one-time increase of $18.5 million related to breakage, or income related to unredeemed Groupons internationally, resulting from a tax ruling in Germany.

    Adjusted EBITDA, a non-GAAP financial measure, was $62.3 million in the third quarter 2013, compared with $65.8 million in the third quarter 2012.

    Third quarter 2013 net loss attributable to common stockholders was $2.6 million, or $0.00 per share, including stock compensation and acquisition-related costs, net, of $25.3 million ($17.0 million net of tax). Earnings per share excluding stock compensation and acquisition-related costs, net of tax, a non-GAAP financial measure, was $0.02 per share.

    Operating cash flow for the trailing twelve months ended September 30, 2013 was $105.9 million. Free cash flow, a non-GAAP financial measure, was negative $27.0 million in the third quarter 2013, bringing free cash flow for the trailing twelve months ended September 30, 2013 to $22.3 million.

    At the end of the quarter, Groupon had $1.1 billion in cash and cash equivalents.

    Definitions and reconciliations of all non-GAAP financial measures are included below in the section titled “Non-GAAP Financial Measures” and in the accompanying tables.

    Third Quarter Operating Highlights

    • Global units: Consolidated units, defined as vouchers and products sold before cancellations and refunds, increased 9% year-over-year to 46 million. North America units increased 19%, EMEA units increased 1%, and Rest of World units were flat year-over-year.
    • Active deals: At the end of the third quarter 2013, active deals in North America were estimated to be more than 65,000 on average, compared with more than 54,000 at the end of the second quarter 2013.
    • Active customers: Active customers, or customers that have purchased a Groupon within the last twelve months, grew 10% year-over-year, to 43.5 million as of September 30, 2013, comprising 19.9 million in North America, 14.0 million in EMEA, and 9.6 million in Rest of World.
    • Customer spend: Third quarter 2013 trailing twelve month billings per average active customer was $137, compared with $138 in the second quarter 2013.
    • Mobile: In September 2013, North America achieved a milestone, with more than half of transactions completed on mobile devices. This contributed to the more than 40% of transactions completed on mobile devices in the month globally. More than 60 million people have now downloaded Groupon mobile apps worldwide, with more than 9 million people downloading them in the third quarter alone.
    • Marketplace: The rollout of Groupon’s marketplace (“Pull”) continues to gain traction. In September 2013, approximately 6% of total traffic in North America was related to search activity, with customers that search spending over 25% more than those that do not.

    Share Repurchase Program

    During the third quarter of 2013, Groupon repurchased 770,900 shares of Class A common stock under its share repurchase authorization at an average price of $11.67 per share, for an aggregate purchase price of $9.0 million. Up to approximately $291 million of Class A common stock remains available for repurchase under the August 2013 share repurchase authorization. The program, which is intended to offset dilution from employee stock grants, terminates in August 2015.

    Acquisition of Ticket Monster

    Groupon also announced today that it has entered into an agreement to acquire Ticket Monster, a Korean ecommerce company, for aggregate consideration of $260 million, including at least $100 million in cash, and up to $160 million in Groupon Class A common stock, with the final cash and stock allocation to be determined upon close.

    Ticket Monster is a leading ecommerce company in South Korea, and a subsidiary of LivingSocial, Inc. Founded in 2010, the Company serves millions of customers with a broad range of product, local and travel offers, and is one of the fastest growing ecommerce companies in the region. Ticket Monster has more than $800 million of annualized billings.

    “Ticket Monster is a great fit for Groupon. The team shares our vision, already leveraging a truly mobile marketplace as well as one that has little reliance on email,” said Lefkofsky. “Ticket Monster is one of Korea’s most recognized and trusted brands, and we’re thrilled to have them join the family.”

    The transaction is currently expected to close in the first half of 2014, subject to regulatory approval by the Korean Fair Trade Commission and the satisfaction of other customary closing conditions.

    Outlook

    In the fourth quarter 2013, Groupon anticipates normal seasonal strength and strong holiday sales interest, in addition to email headwinds and further investment in marketing initiatives to drive adoption of the Pull marketplace. As a result, for the fourth quarter 2013, the Company expects revenue of between $690 million and $740 million, operating income excluding stock compensation and acquisition-related expenses of between $40 million and $60 million, and earnings per share excluding stock compensation and acquisition-related expenses, net of tax, of between $0.00 and $0.02. Stock compensation is expected to be approximately $30 million, or approximately $20 million net of tax.

    As a result, Groupon now expects full year 2013 GAAP operating income of between $72 million and $92 million.

    This outlook includes costs related to the acquisition of Ticket Monster. It does not assume any additional impact of this or other acquisitions or investments, or material changes in foreign exchange rates.

    Conference Call

    A conference call will be webcast live today at 4:00 p.m. CT / 5:00 p.m. ET, and will be available on Groupon’s investor relations website athttp://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.

    Non-GAAP Financial Measures

    In addition to financial results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net, Adjusted EBITDA, earnings per share excluding stock-based compensation and acquisition-related expense (benefit), net, and free cash flow. These non-GAAP financial measures are presented to aid investors in better understanding Groupon’s performance and to facilitate comparisons to many of our peers who present similar measures. However, these measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. These measures may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see “Non-GAAP Reconciliation Schedules” and “Supplemental Financial Information and Business Metrics” included in the tables accompanying this release.

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

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

    Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net represents the change in the fair value of contingent consideration arrangements related to business combinations. 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 because it is 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.

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

    Foreign exchange rate neutral operating results show our current period operating results as if foreign currency exchange rates had remained the same as those in effect in the comparable period.

    Operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net is a non-GAAP financial measure that comprises the consolidated total of the segment operating income (loss) of our three segments, North America, EMEA, and Rest of World. We use consolidated operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net to allocate resources and evaluate performance internally.

    Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, and acquisition-related expense (benefit), net. Adjusted EBITDA is similar to Operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net, except Adjusted EBITDA also excludes depreciation and amortization. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that Adjusted EBITDA is a meaningful measure for evaluating our operating performance.

    Earnings per share excluding stock-based compensation and acquisition-related expense (benefit), net is a non-GAAP financial measure that adjusts our earnings (loss) per share to exclude the impact of stock-based compensation expense, acquisition-related expense (benefit), net and the income tax effect of those items. We believe that this non-GAAP financial measure provides meaningful supplemental information for evaluating our operating performance.

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

    Note on Forward-Looking Statements

    The statements contained in this release that refer to plans and expectations for the next quarter or the future are forward-looking statements that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy; responding to changes in the market; effectively dealing with challenges arising from our international operations; retaining existing customers and adding new customers; retaining existing merchant partners and adding new merchant partners; incurring expenses as we expand our business; competing against competitors with more financial resources than us; maintaining favorable terms with our business partners; maintaining a strong brand; managing inventory and order fulfillment; integrating our technology platforms; managing refund risks; retaining our executive team; litigation; regulations, including the CARD Act and regulation of the Internet; tax liabilities; tax legislation; maintaining our information technology infrastructure; security breaches; protecting our intellectual property; handling acquisitions, joint ventures and strategic investments effectively; seasonality; payment-related risks; customer and merchant partner fraud; global economic uncertainty; compliance with rules and regulations associated with being a public company; and our ability to raise capital if necessary. 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 and subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting the company’s Investor Relations web site athttp://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 November 7, 2013. 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 a global leader in local commerce, making it easy for people around the world to search and discover great businesses at unbeatable prices. Groupon is reinventing the traditional small business world by providing merchants with a suite of products and services, including customizable deals, payments processing capabilities and point-of-sale solutions to help them attract more customers and run their operations more effectively. By leveraging the company’s global relationships and scale, Groupon offers consumers incredible deals on the best stuff to eat, see, do, and buy in 48 countries. With Groupon, shoppers discover the best a city has to offer with Groupon Local, enjoy vacations with GrouponGetaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods. To 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.GrouponWorks.com.

    Groupon, Inc.
    Summary Consolidated and Segment Results
    (in thousands, except share and per share amounts)
    (unaudited)
    Three Months Ended   Nine Months Ended  
    September 30, Y/Y % 
    Growth 
    excluding
    FX(2)
    September 30, Y/Y % 
    Growth 
    excluding
    FX(2)
    2013 2012 Y/Y % 
    Growth
    FX Effect(2) 2013 2012 Y/Y % 
    Growth
    FX Effect(2)
    Gross Billings (1)
    North America $ 664,999 $ 552,369 20.4 % $ (363 ) 20.5 % $ 2,058,523 $ 1,654,201 24.4 % $ (564 ) 24.5 %
    EMEA 443,318 396,087 11.9 % 13,171 8.6 % 1,417,886 1,396,027 1.6 % 18,681 0.2 %
    Rest of World 234,331 269,800 (13.1 ) % (24,522 ) (4.1 ) % 687,814 809,504 (15.0 ) % (50,628 ) (8.8 ) %
    Consolidated gross billings $ 1,342,648 $ 1,218,256 10.2 % $ (11,714 ) 11.2 % $ 4,164,223 $ 3,859,732 7.9 % $ (32,511 ) 8.7 %
    Revenue
    North America $ 360,838 $ 291,603 23.7 % $ (126 ) 23.8 % $ 1,077,574 $ 790,349 36.3 % $ (197 ) 36.4 %
    EMEA 147,950 187,287 (21.0 ) % 4,547 (23.4 ) % 491,710 629,198 (21.9 ) % 6,685 (22.9 ) %
    Rest of World 86,271 89,662 (3.8 ) % (9,665 ) 7.0 % 235,924 276,623 (14.7 ) % (19,632 ) (7.6 ) %
    Consolidated revenue $ 595,059 $ 568,552 4.7 % $ (5,244 ) 5.6 % $ 1,805,208 $ 1,696,170 6.4 % $ (13,144 ) 7.2 %
    Income from operations $ 13,812 $ 25,438 (45.7 ) % $ (1,239 ) (40.8 ) % $ 62,402 $ 111,562 (44.1 ) % $ 285 (44.3 ) %
    Net (loss) income attributable to common stockholders $ (2,580 ) $ (2,979 ) $ (14,146 ) $ 13,712
    Net (loss) earnings per share
    Basic $ (0.00 ) $ (0.00 ) $ (0.02 ) $ 0.02
    Diluted $ (0.00 ) $ (0.00 ) $ (0.02 ) $ 0.02
    Weighted average basic shares outstanding 666,432,848 653,223,610 662,531,567 648,021,943
    Weighted average diluted shares outstanding 666,432,848 653,223,610 662,531,567 663,557,250
    (1) Represents the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds. Includes direct billings and third party and other billings.
    (2) Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three and nine months ended September 30, 2012.
    Groupon, Inc.
    Condensed Consolidated Statements of Cash Flows
    (in thousands)
    (unaudited)
    Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
    2013 2012 2013 2012
    Operating activities
    Net (loss) income $ (1,292 ) $ (940 ) $ (10,085 ) $ 29,016
    Adjustments to reconcile net (loss) income to net cash provided by operating activities:
    Depreciation and amortization 23,149 15,310 65,317 39,836
    Stock-based compensation 26,870 22,619 89,223 77,706
    Deferred income taxes (659 ) (3,389 ) (1,225 ) 9,608
    Excess tax benefits on stock-based compensation (8,348 ) (2,870 ) (12,116 ) (24,620 )
    Loss on equity method investments 25 138 58 8,694
    Acquisition-related (benefit) expense, net (1,529 ) 2,431 (2,276 ) 744
    Gain on E-Commerce transaction (56,032 )
    Change in assets and liabilities, net of acquisitions:
    Restricted cash (3,348 ) 973 (81 ) (1,855 )
    Accounts receivable 11,940 (10,274 ) 8,999 (2,189 )
    Prepaid expenses and other current assets (2,846 ) (3,192 ) 13,146 (24,937 )
    Accounts payable (3,036 ) (5,094 ) (25,867 ) 13,174
    Accrued merchant and supplier payables (34,315 ) 21,868 (72,290 ) 53,889
    Accrued expenses and other current liabilities (20,553 ) 4,933 (27,790 ) 68,010
    Other, net 2,037 (425 ) 15,144 10,073
    Net cash (used in) provided by operating activities (11,905 ) 42,088 40,157 201,117
    Net cash used in investing activities (26,444 ) (35,629 ) (72,985 ) (142,226 )
    Net cash (used in) provided by financing activities (8,970 ) 2,707 (26,253 ) 18,590
    Effect of exchange rate changes on cash and cash equivalents 5,165 6,047 (10,351 ) 595
    Net (decrease) increase in cash and cash equivalents (42,154 ) 15,213 (69,432 ) 78,076
    Cash and cash equivalents, beginning of period 1,182,011 1,185,798 1,209,289 1,122,935
    Cash and cash equivalents, end of period $ 1,139,857 $ 1,201,011 $ 1,139,857 $ 1,201,011
    Groupon, Inc.
    Consolidated Statements of Operations
    (in thousands, except share and per share amounts)
    (unaudited)
    Three Months Ended September 30, Nine Months Ended September 30,
    2013 2012 2013 2012
    Revenue:
    Third party and other $ 394,987 $ 423,564 $ 1,252,966 $ 1,466,602
    Direct 200,072 144,988 552,242 229,568
    Total revenue 595,059 568,552 1,805,208 1,696,170
    Cost of revenue:
    Third party and other 54,001 54,173 179,524 233,834
    Direct 181,436 127,613 502,359 202,634
    Total cost of revenue 235,437 181,786 681,883 436,468
    Gross Profit 359,622 386,766 1,123,325 1,259,702
    Operating expenses:
    Marketing 53,265 70,919 158,319 275,941
    Selling, general and administrative 294,074 287,978 904,880 871,455
    Acquisition-related (benefit) expense, net (1,529 ) 2,431 (2,276 ) 744
    Total operating expenses 345,810 361,328 1,060,923 1,148,140
    Income from operations 13,812 25,438 62,402 111,562
    Loss on equity method investments (25 ) (138 ) (58 ) (8,694 )
    Other income (expense), net 857 617 (9,772 ) 54,445
    Income before provision for income taxes 14,644 25,917 52,572 157,313
    Provision for income taxes 15,936 26,857 62,657 128,297
    Net (loss) income (1,292 ) (940 ) (10,085 ) 29,016
    Net income attributable to noncontrolling interests (1,288 ) (706 ) (4,061 ) (2,806 )
    Net (loss) income attributable to Groupon, Inc. (2,580 ) (1,646 ) (14,146 ) 26,210
    Adjustment of redeemable noncontrolling interests to redemption value (1,333 ) (12,498 )
    Net (loss) income attributable to common stockholders $ (2,580 ) $ (2,979 ) $ (14,146 ) $ 13,712
    Net (loss) earnings per share
    Basic $ (0.00 ) $ (0.00 ) $ (0.02 ) $ 0.02
    Diluted $ (0.00 ) $ (0.00 ) $ (0.02 ) $ 0.02
    Weighted average number of shares outstanding
    Basic 666,432,848 653,223,610 662,531,567 648,021,943
    Diluted 666,432,848 653,223,610 662,531,567 663,557,250
    Groupon, Inc.
    Consolidated Balance Sheets
    (in thousands, except share and per share amounts)
    September 30, 2013 December 31, 2012
    (unaudited)
    Assets
    Current assets:
    Cash and cash equivalents $ 1,139,857 $ 1,209,289
    Accounts receivable, net 86,233 96,713
    Deferred income taxes 30,692 31,211
    Prepaid expenses and other current assets 136,543 150,573
    Total current assets 1,393,325 1,487,786
    Property, equipment and software, net of accumulated depreciation and amortization of $93,853 and
    $46,236, respectively
    126,881 121,072
    Goodwill 218,224 206,684
    Intangible assets, net 33,182 42,597
    Investments 104,130 84,209
    Deferred income taxes, non-current 29,476 29,916
    Other non-current assets 45,322 59,210
    Total Assets $ 1,950,540 $ 2,031,474
    Liabilities and Equity
    Current liabilities:
    Accounts payable $ 33,684 $ 59,865
    Accrued merchant and supplier payables 591,476 671,305
    Accrued expenses 211,718 246,924
    Deferred income taxes 52,216 53,700
    Other current liabilities 126,764 136,647
    Total current liabilities 1,015,858 1,168,441
    Deferred income taxes, non-current 20,356 20,860
    Other non-current liabilities 105,529 100,072
    Total Liabilities 1,141,743 1,289,373
    Commitments and contingencies
    Stockholders’ Equity
    Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 666,100,949 shares
    issued and 665,330,049 shares outstanding at September 30, 2013 and 654,523,706 shares issued
    and outstanding at December 31, 2012
    66 65
    Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares
    issued and outstanding at September 30, 2013 and December 31, 2012
    Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and
    outstanding at September 30, 2013, and December 31, 2012
    Additional paid-in capital 1,563,815 1,485,006
    Treasury stock, at cost, 770,900 shares at September 30, 2013 and no shares at December 31, 2012 (9,014 )
    Accumulated deficit (767,623 ) (753,477 )
    Accumulated other comprehensive income 23,579 12,446
    Total Groupon, Inc. Stockholders’ Equity 810,823 744,040
    Noncontrolling interests (2,026 ) (1,939 )
    Total Equity 808,797 742,101
    Total Liabilities and Equity $ 1,950,540 $ 2,031,474
    Groupon, Inc.
    Segment Information
    (in thousands)
    (unaudited)
    Three Months Ended September 30, Nine Months Ended September 30,
    2013 2012 2013 2012
    North America
    Gross Billings (1) $ 664,999 $ 552,369 $ 2,058,523 $ 1,654,201
    Revenue $ 360,838 $ 291,603 $ 1,077,574 $ 790,349
    Segment cost of revenue and operating expenses(2) 335,670 252,510 962,532 667,655
    Segment operating income(2) $ 25,168 $ 39,093 $ 115,042 $ 122,694
    Segment operating income as a percent of segment revenue 7.0 % 13.4 % 10.7 % 15.5 %
    EMEA
    Gross Billings (1) $ 443,318 $ 396,087 $ 1,417,886 $ 1,396,027
    Revenue(3) $ 147,950 $ 187,287 $ 491,710 $ 629,198
    Segment cost of revenue and operating expenses(2) 132,346 158,179 417,222 531,968
    Segment operating income(2) $ 15,604 $ 29,108 $ 74,488 $ 97,230
    Segment operating income as a percent of segment revenue 10.5 % 15.5 % 15.1 % 15.5 %
    Rest of World
    Gross Billings (1) $ 234,331 $ 269,800 $ 687,814 $ 809,504
    Revenue $ 86,271 $ 89,662 $ 235,924 $ 276,623
    Segment cost of revenue and operating expenses(2) 87,890 107,375 276,105 306,535
    Segment operating loss(2) $ (1,619 ) $ (17,713 ) $ (40,181 ) $ (29,912 )
    Segment operating loss as a percent of segment revenue (1.9 ) % (19.8 ) % (17.0 ) % (10.8 ) %
    Consolidated
    Gross Billings (1) $ 1,342,648 $ 1,218,256 $ 4,164,223 $ 3,859,732
    Revenue $ 595,059 $ 568,552 $ 1,805,208 $ 1,696,170
    Segment cost of revenue and operating expenses(2) 555,906 518,064 1,655,859 1,506,158
    Segment operating income(2) $ 39,153 $ 50,488 $ 149,349 $ 190,012
    Segment operating income as a percent of segment revenue 6.6 % 8.9 % 8.3 % 11.2 %
    Stock-based compensation 26,870 22,619 89,223 77,706
    Acquisition-related (benefit) expense, net (1,529 ) 2,431 (2,276 ) 744
    Income from operations 13,812 25,438 62,402 111,562
    Loss on equity method investments 25 138 58 8,694
    Other (income) expense, net (857 ) (617 ) 9,772 (54,445 )
    Income before provision for income taxes 14,644 25,917 52,572 157,313
    Provision for income taxes 15,936 26,857 62,657 128,297
    Net (loss) income $ (1,292 ) $ (940 ) $ (10,085 ) $ 29,016
    (1) Represents the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds. Includes direct billings and third party and other billings.
    (2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related (benefit) expense, net.
    (3) EMEA segment revenue for the three and nine months ended September 30, 2012 included an $18.5 million one-time increase to third party revenue for unredeemed vouchers (“Groupons”) in Germany, which represented the cumulative impact of deals in that jurisdiction for which, based on a German tax ruling, the Company’s obligation to the merchant would have ended prior to the quarter ended September 30, 2012.
    Groupon, Inc.
    Non-GAAP Reconciliation Schedules
    (in thousands, except share and per share amounts)
    (unaudited)
    The following are reconciliations of diluted earnings per share excluding stock-based compensation and acquisition-related benefit, net and foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures. See “Supplemental Financial Information and Business Metrics” for reconciliations of Adjusted EBITDA, operating income excluding stock-based compensation and acquisition-related benefit, net and free cash flow to the most comparable U.S. GAAP financial measures.
    The following is a reconciliation of diluted net loss per share to diluted earnings per share excluding stock-based compensation and acquisition-related benefit, net for the three and nine months ended September 30, 2013:
    Three Months Ended Nine Months Ended
    September 30, 2013 September 30, 2013
    Net loss attributable to common stockholders $ (2,580 ) $ (14,146 )
    Stock-based compensation 26,870 89,223
    Acquisition-related benefit, net (1,529 ) (2,276 )
    Income tax effect of adjustments (8,292 ) (27,202 )
    Net income attributable to common stockholders excluding stock-based
    compensation and acquisition-related benefit, net $ 14,469 $ 45,599
    Diluted shares 666,432,848 662,531,567
    Incremental diluted shares (1) 18,501,055 15,107,135
    Adjusted diluted shares 684,933,903 677,638,702
    Diluted net loss per share $ (0.00 ) $ (0.02 )
    Impact of stock-based compensation and acquisition-related
    benefit, net and the related income tax effects 0.02 0.09
    Diluted earnings per share excluding stock-based compensation and
    acquisition-related benefit, net $ 0.02 $ 0.07
    (1) Outstanding equity awards are not reflected in the diluted net loss per share calculation for the three and nine months ended September 30, 2013 because the effect would be antidilutive. However, those awards have been reflected in the calculation of diluted earnings per share excluding stock-based compensation and acquisition-related benefit, net for the three and nine months ended September 30, 2013 because they have a dilutive effect on that calculation.
    The following are reconciliations of foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, “Gross Billings,” “Revenue” and “Income from operations,” for the three and nine months ended September 30, 2013.
    The effect on the Company’s gross billings, revenue and income from operations from changes in exchange rates versus the U.S. Dollar for the three months ended September 30, 2013 was as follows:
    Three Months Ended September 30, 2013 Three Months Ended September 30, 2013
    At Avg. Exchange At Avg. Exchange
    Q3 2012Rates (1) RateEffect (2) AsReported Q2 2013Rates (3) RateEffect (2) AsReported
    Gross billings $ 1,354,362 $ (11,714 ) $ 1,342,648 $ 1,349,460 $ (6,812 ) $ 1,342,648
    Revenue $ 600,303 $ (5,244 ) $ 595,059 $ 598,372 $ (3,313 ) $ 595,059
    Income from operations $ 15,051 $ (1,239 ) $ 13,812 $ 14,258 $ (446 ) $ 13,812
    The effect on the Company’s gross billings, revenue and income from operations from changes in exchange rates versus the U.S. Dollar for the nine months ended September 30, 2013 was as follows:
    Nine Months Ended September 30, 2013 Nine Months Ended September 30, 2013
    At Avg. Exchange At Avg. Exchange
    Q3 2012 YTDRates (1) RateEffect (2) AsReported Q4’12 – Q2’13Rates (3) RateEffect (2) AsReported
    Gross billings $ 4,196,734 $ (32,511 ) $ 4,164,223 $ 4,185,923 $ (21,700 ) $ 4,164,223
    Revenue $ 1,818,352 $ (13,144 ) $ 1,805,208 $ 1,813,381 $ (8,173 ) $ 1,805,208
    Income from operations $ 62,117 $ 285 $ 62,402 $ 63,389 $ (987 ) $ 62,402
    (1) Represents the financial statement balances that would have resulted had average exchange rates in the reported period been the same as those in effect during the three and nine months ended September 30, 2012.
    (2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable period.
    (3) Represents the financial statement balances that would have resulted had average exchange rates in the reported period been the same as those in effect during the three and nine months ended June 30, 2013.
    Groupon, Inc.
    Supplemental Financial Information and Business Metrics(14)
    (financial data in thousands, except per share data; active customers in millions)
    (unaudited)
    Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013
    Segments
    North America Segment
    Gross Billings (1)
    Local (2) Gross Billings
    Third Party $ 349,293 $ 430,255 $ 450,140 $ 449,770 $ 401,756
    Direct 6,450 693 1,040
    Total Local Gross Billings $ 355,743 $ 430,255 $ 450,140 $ 450,463 $ 402,796
    Goods Gross Billings
    Third Party $ 25,508 $ 31,270 $ 17,294 $ 15,501 $ 12,650
    Direct 126,608 209,575 148,065 181,377 181,915
    Total Goods Gross Billings $ 152,116 $ 240,845 $ 165,359 $ 196,878 $ 194,565
    Travel and Other Gross Billings
    Third Party and Other $ 44,510 $ 47,852 $ 65,820 $ 64,864 $ 67,638
    Direct
    Total Travel and Other Gross Billings $ 44,510 $ 47,852 $ 65,820 $ 64,864 $ 67,638
    Total Gross Billings
    Third Party and Other $ 419,311 $ 509,377 $ 533,254 $ 530,135 $ 482,044
    Direct 133,058 209,575 148,065 182,070 182,955
    Total Gross Billings $ 552,369 $ 718,952 $ 681,319 $ 712,205 $ 664,999
    Year-over-year growth 38 % 51 % 23 % 30 % 20 %
    % of Consolidated Gross Billings 45 % 47 % 48 % 50 % 50 %
    Gross Billings Trailing Twelve Months (TTM) $ 2,130,008 $ 2,373,153 $ 2,500,915 $ 2,664,845 $ 2,777,475
    Revenue (3)
    Local Revenue
    Third Party $ 134,993 $ 142,454 $ 171,593 $ 174,117 $ 158,189
    Direct 6,450 693 1,040
    Total Local Revenue $ 141,443 $ 142,454 $ 171,593 $ 174,810 $ 159,229
    Goods Revenue
    Third Party $ 13,064 $ 11,877 $ 3,144 $ 4,651 $ 3,999
    Direct 126,608 209,575 148,065 181,377 181,915
    Total Goods Revenue $ 139,672 $ 221,452 $ 151,209 $ 186,028 $ 185,914
    Travel and Other Revenue
    Third Party and Other $ 10,488 $ 11,445 $ 16,752 $ 16,344 $ 15,695
    Direct
    Total Travel and Other Revenue $ 10,488 $ 11,445 $ 16,752 $ 16,344 $ 15,695
    Total Revenue
    Third Party and Other Revenue $ 158,545 $ 165,776 $ 191,489 $ 195,112 $ 177,883
    Direct Revenue 133,058 209,575 148,065 182,070 182,955
    Total Revenue $ 291,603 $ 375,351 $ 339,554 $ 377,182 $ 360,838
    Year-over-year growth 81 % 109 % 42 % 45 % 24 %
    % of Consolidated Revenue 51 % 59 % 56 % 62 % 61 %
    Revenue TTM $ 969,987 $ 1,165,700 $ 1,266,689 $ 1,383,690 $ 1,452,925
    Cost of Revenue (4)
    Local Cost of Revenue
    Third Party $ 13,176 $ 23,203 $ 25,915 $ 19,818 $ 18,985
    Direct 5,231 636 1,887
    Total Local Cost of Revenue $ 18,407 $ 23,203 $ 25,915 $ 20,454 $ 20,872
    Goods Cost of Revenue
    Third Party $ 1,275 $ 1,935 $ 475 $ 522 $ 480
    Direct 110,329 196,789 138,278 158,529 163,825
    Total Goods Cost of Revenue $ 111,604 $ 198,724 $ 138,753 $ 159,051 $ 164,305
    Travel and Other Cost of Revenue
    Third Party and Other $ 1,024 $ 1,864 $ 2,530 $ 3,091 $ 4,092
    Direct
    Total Travel and Other Cost of Revenue $ 1,024 $ 1,864 $ 2,530 $ 3,091 $ 4,092
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 15,475 $ 27,002 $ 28,920 $ 23,431 $ 23,557
    Direct Cost of Revenue 115,560 196,789 138,278 159,165 165,712
    Total Cost of Revenue $ 131,035 $ 223,791 $ 167,198 $ 182,596 $ 189,269
    % of North America Total Revenue 45 % 60 % 49 % 48 % 52 %
    Gross Profit
    Local Gross Profit
    Third Party $ 121,817 $ 119,251 $ 145,678 $ 154,299 $ 139,204
    Direct 1,219 57 (847 )
    Total Local Gross Profit $ 123,036 $ 119,251 $ 145,678 $ 154,356 $ 138,357
    % of North America Total Local Revenue 87.0 % 83.7 % 84.9 % 88.3 % 86.9 %
    % of North America Total Local Gross Billings 34.6 % 27.7 % 32.4 % 34.3 % 34.3 %
    Goods Gross Profit
    Third Party $ 11,789 $ 9,942 $ 2,669 $ 4,129 $ 3,519
    Direct 16,279 12,786 9,787 22,848 18,090
    Total Goods Gross Profit $ 28,068 $ 22,728 $ 12,456 $ 26,977 $ 21,609
    % of North America Total Goods Revenue 20.1 % 10.3 % 8.2 % 14.5 % 11.6 %
    % of North America Total Goods Gross Billings 18.5 % 9.4 % 7.5 % 13.7 % 11.1 %
    Travel and Other Gross Profit
    Third Party and Other $ 9,464 $ 9,581 $ 14,222 $ 13,253 $ 11,603
    Direct
    Total Travel and Other Gross Profit $ 9,464 $ 9,581 $ 14,222 $ 13,253 $ 11,603
    % of North America Total Travel and Other Revenue 90.2 % 83.7 % 84.9 % 81.1 % 73.9 %
    % of North America Total Travel and Other Gross Billings 21.3 % 20.0 % 21.6 % 20.4 % 17.2 %
    Total Gross Profit
    Third Party and Other $ 143,070 $ 138,774 $ 162,569 $ 171,681 $ 154,326
    Direct 17,498 12,786 9,787 22,905 17,243
    Total Gross Profit $ 160,568 $ 151,560 $ 172,356 $ 194,586 $ 171,569
    % of North America Total Revenue 55.1 % 40.4 % 50.8 % 51.6 % 47.5 %
    % of North America Total Gross Billings 29.1 % 21.1 % 25.3 % 27.3 % 25.8 %
    Operating Income Excl Stock-Based Compensation (SBC), Acquisition-Related (Benefit) Expense, net $ 39,093 $ 17,032 $ 41,366 $ 48,508 $ 25,168
    Year-over-year growth 108 % (7 ) % 3 % 12 % (36 ) %
    % of Consolidated Operating Income Excl SBC, Acq-Related 77 % 124 % 81 % 82 % 64 %
    Operating Margin Excl SBC, Acq-Related (% of North America Total revenue) 13.4 % 4.5 % 12.2 % 12.9 % 7.0 %
    Year-over-year growth (bps) 170 (570 ) (460 ) (380 ) (640 )
    Operating Income TTM Excl SBC, Acq-Related $ 140,933 $ 139,726 $ 140,920 $ 145,999 $ 132,074
    Operating Margin TTM Excl SBC, Acq-Related (% of North America Total TTM revenue) 14.5 % 12.0 % 11.1 % 10.6 % 9.1 %
    Year-over-year growth (bps) 2,100 1,120 200 (380 ) (540 )
    EMEA Segment
    Gross Billings
    Local Gross Billings
    Third Party $ 182,983 $ 239,944 $ 259,423 $ 241,108 $ 207,110
    Direct
    Total Local Gross Billings $ 182,983 $ 239,944 $ 259,423 $ 241,108 $ 207,110
    Goods Gross Billings
    Third Party $ 136,960 $ 195,582 $ 141,742 $ 165,413 $ 160,578
    Direct 9,880 9,020 7,451 2,181 9,271
    Total Goods Gross Billings $ 146,840 $ 204,602 $ 149,193 $ 167,594 $ 169,849
    Travel and Other Gross Billings
    Third Party and Other $ 66,264 $ 87,935 $ 83,702 $ 73,548 $ 66,359
    Direct
    Total Travel and Other Gross Billings $ 66,264 $ 87,935 $ 83,702 $ 73,548 $ 66,359
    Total Gross Billings
    Third Party and Other $ 386,207 $ 523,461 $ 484,867 $ 480,069 $ 434,047
    Direct 9,880 9,020 7,451 2,181 9,271
    Total Gross Billings $ 396,087 $ 532,481 $ 492,318 $ 482,250 $ 443,318
    Year-over-year growth (21 ) % 2 % (8 ) % 4 % 12 %
    Year-over-year growth, excluding FX (5) (13 ) % 4 % (9 ) % 4 % 9 %
    % of Consolidated Gross Billings 33 % 35 % 35 % 34 % 33 %
    Gross Billings TTM $ 1,920,215 $ 1,928,507 $ 1,883,265 $ 1,903,136 $ 1,950,367
    Revenue
    Local Revenue
    Third Party $ 109,552 $ 98,668 $ 110,715 $ 109,481 $ 91,448
    Direct
    Total Local Revenue $ 109,552 $ 98,668 $ 110,715 $ 109,481 $ 91,448
    Goods Revenue
    Third Party $ 49,649 $ 49,173 $ 45,875 $ 32,938 $ 32,008
    Direct 9,880 9,020 7,451 2,181 9,271
    Total Goods Revenue $ 59,529 $ 58,193 $ 53,326 $ 35,119 $ 41,279
    Travel and Other Revenue
    Third Party and Other $ 18,206 $ 19,417 $ 19,757 $ 15,362 $ 15,223
    Direct
    Total Travel and Other Revenue $ 18,206 $ 19,417 $ 19,757 $ 15,362 $ 15,223
    Total Revenue
    Third Party and Other Revenue $ 177,407 $ 167,258 $ 176,347 $ 157,781 $ 138,679
    Direct Revenue 9,880 9,020 7,451 2,181 9,271
    Total Revenue $ 187,287 $ 176,278 $ 183,798 $ 159,962 $ 147,950
    Year-over-year growth (4 ) % (27 ) % (20 ) % (24 ) % (21 ) %
    Year-over-year growth, excluding FX(5) 6 % (25 ) % (20 ) % (25 ) % (23 ) %
    % of Consolidated Revenue 33 % 28 % 31 % 26 % 25 %
    Revenue TTM $ 869,268 $ 805,476 $ 758,918 $ 707,325 $ 667,988
    Cost of Revenue
    Local Cost of Revenue
    Third Party $ 10,416 $ 10,622 $ 14,192 $ 10,898 $ 10,254
    Direct
    Total Local Cost of Revenue $ 10,416 $ 10,622 $ 14,192 $ 10,898 $ 10,254
    Goods Cost of Revenue
    Third Party $ 4,721 $ 5,294 $ 5,880 $ 4,705 $ 3,972
    Direct 7,845 14,550 7,472 3,306 8,364
    Total Goods Cost of Revenue $ 12,566 $ 19,844 $ 13,352 $ 8,011 $ 12,336
    Travel and Other Cost of Revenue
    Third Party and Other $ 1,731 $ 2,090 $ 2,533 $ 1,522 $ 1,679
    Direct
    Total Travel and Other Cost of Revenue $ 1,731 $ 2,090 $ 2,533 $ 1,522 $ 1,679
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 16,868 $ 18,006 $ 22,605 $ 17,125 $ 15,905
    Direct Cost of Revenue 7,845 14,550 7,472 3,306 8,364
    Total Cost of Revenue $ 24,713 $ 32,556 $ 30,077 $ 20,431 $ 24,269
    % of EMEA Total Revenue 13 % 18 % 16 % 13 % 16 %
    Gross Profit
    Local Gross Profit
    Third Party $ 99,136 $ 88,046 $ 96,523 $ 98,583 $ 81,194
    Direct
    Total Local Gross Profit $ 99,136 $ 88,046 $ 96,523 $ 98,583 $ 81,194
    % of EMEA Total Local Revenue 90.5 % 89.2 % 87.2 % 90.0 % 88.8 %
    % of EMEA Total Local Gross Billings 54.2 % 36.7 % 37.2 % 40.9 % 39.2 %
    Goods Gross Profit
    Third Party $ 44,928 $ 43,879 $ 39,995 $ 28,233 $ 28,036
    Direct 2,035 (5,530 ) (21 ) (1,125 ) 907
    Total Goods Gross Profit $ 46,963 $ 38,349 $ 39,974 $ 27,108 $ 28,943
    % of EMEA Total Goods Revenue 78.9 % 65.9 % 75.0 % 77.2 % 70.1 %
    % of EMEA Total Goods Gross Billings 32.0 % 18.7 % 26.8 % 16.2 % 17.0 %
    Travel and Other Gross Profit
    Third Party and Other $ 16,475 $ 17,327 $ 17,224 $ 13,840 $ 13,544
    Direct
    Total Travel and Other Gross Profit $ 16,475 $ 17,327 $ 17,224 $ 13,840 $ 13,544
    % of EMEA Total Travel and Other Revenue 90.5 % 89.2 % 87.2 % 90.1 % 89.0 %
    % of EMEA Total Travel and Other Gross Billings 24.9 % 19.7 % 20.6 % 18.8 % 20.4 %
    Total Gross Profit
    Third Party and Other $ 160,539 $ 149,252 $ 153,742 $ 140,656 $ 122,774
    Direct 2,035 (5,530 ) (21 ) (1,125 ) 907
    Total Gross Profit $ 162,574 $ 143,722 $ 153,721 $ 139,531 $ 123,681
    % of EMEA Total Revenue 86.8 % 81.5 % 83.6 % 87.2 % 83.6 %
    % of EMEA Total Gross Billings 41.0 % 27.0 % 31.2 % 28.9 % 27.9 %
    Operating Income Excl SBC, Acq-Related $ 29,107 $ 8,776 $ 34,176 $ 24,708 $ 15,604
    Year-over-year growth 14 % (77 ) % (6 ) % (22 ) % (46 ) %
    % of Consolidated Operating Income Excl SBC, Acq-Related 58 % 64 % 67 % 42 % 40 %
    Operating Margin Excl SBC, Acq-Related (% of EMEA Total revenue) 15.5 % 5.0 % 18.6 % 15.4 % 10.5 %
    Year-over-year growth (bps) 237 (1,073 ) 282 40 (500 )
    Operating Income TTM Excl SBC, Acq-Related $ 134,945 $ 106,005 $ 103,853 $ 96,767 $ 83,264
    Operating Margin TTM Excl SBC, Acq-Related (% of EMEA Total TTM revenue) 15.5 % 13.2 % 13.7 % 13.7 % 12.5 %
    Year-over-year growth (bps)(6) N/A N/A (13 ) (132 ) (300 )
    Rest of World Segment
    Gross Billings
    Local Gross Billings
    Third Party $ 145,061 $ 128,954 $ 119,990 $ 114,630 $ 118,325
    Direct
    Total Local Gross Billings $ 145,061 $ 128,954 $ 119,990 $ 114,630 $ 118,325
    Goods Gross Billings
    Third Party $ 74,504 $ 89,475 $ 70,994 $ 66,774 $ 71,127
    Direct 2,050 6,581 6,778 5,625 7,846
    Total Goods Gross Billings $ 76,554 $ 96,056 $ 77,772 $ 72,399 $ 78,973
    Travel and Other Gross Billings
    Third Party and Other $ 48,185 $ 44,009 $ 36,370 $ 32,322 $ 37,033
    Direct
    Total Travel and Other Gross Billings $ 48,185 $ 44,009 $ 36,370 $ 32,322 $ 37,033
    Total Gross Billings
    Third Party and Other $ 267,750 $ 262,438 $ 227,354 $ 213,726 $ 226,485
    Direct 2,050 6,581 6,778 5,625 7,846
    Total Gross Billings $ 269,800 $ 269,019 $ 234,132 $ 219,351 $ 234,331
    Year-over-year growth 6 % 17 % (11 ) % (21 ) % (13 ) %
    Year-over-year growth, excluding FX(5) 15 % 20 % (6 ) % (16 ) % (4 ) %
    % of Consolidated Gross Billings 22 % 18 % 17 % 16 % 17 %
    Gross Billings TTM $ 1,040,377 $ 1,078,524 $ 1,048,973 $ 992,302 $ 956,833
    Revenue
    Local Revenue
    Third Party $ 54,632 $ 46,166 $ 45,085 $ 43,323 $ 51,507
    Direct
    Total Local Revenue $ 54,632 $ 46,166 $ 45,085 $ 43,323 $ 51,507
    Goods Revenue
    Third Party $ 21,661 $ 25,529 $ 18,062 $ 14,985 $ 17,215
    Direct 2,050 6,580 6,778 5,625 7,846
    Total Goods Revenue $ 23,711 $ 32,109 $ 24,840 $ 20,610 $ 25,061
    Travel and Other Revenue
    Third Party and Other $ 11,319 $ 8,398 $ 8,125 $ 7,670 $ 9,703
    Direct
    Total Travel and Other Revenue $ 11,319 $ 8,398 $ 8,125 $ 7,670 $ 9,703
    Total Revenue
    Third Party and Other Revenue $ 87,612 $ 80,093 $ 71,272 $ 65,978 $ 78,425
    Direct Revenue 2,050 6,580 6,778 5,625 7,846
    Total Revenue $ 89,662 $ 86,673 $ 78,050 $ 71,603 $ 86,271
    Year-over-year growth 20 % 20 % (14 ) % (26 ) % (4 ) %
    Year-over-year growth, excluding FX 30 % 23 % (8 ) % (21 ) % 7 %
    % of Consolidated Revenue 16 % 14 % 13 % 12 % 14 %
    Revenue TTM $ 349,079 $ 363,296 $ 350,984 $ 325,988 $ 322,597
    Cost of Revenue
    Local Cost of Revenue
    Third Party $ 13,313 $ 9,801 $ 5,923 $ 7,962 $ 7,403
    Direct
    Total Local Cost of Revenue $ 13,313 $ 9,801 $ 5,923 $ 7,962 $ 7,403
    Goods Cost of Revenue
    Third Party $ 5,981 $ 7,264 $ 11,501 $ 5,569 $ 5,685
    Direct 4,208 7,228 6,627 6,075 7,360
    Total Goods Cost of Revenue $ 10,189 $ 14,492 $ 18,128 $ 11,644 $ 13,045
    Travel and Other Cost of Revenue
    Third Party and Other $ 2,536 $ 1,832 $ 1,067 $ 1,420 $ 1,451
    Direct
    Total Travel and Other Cost of Revenue $ 2,536 $ 1,832 $ 1,067 $ 1,420 $ 1,451
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 21,830 $ 18,897 $ 18,491 $ 14,951 $ 14,539
    Direct Cost of Revenue 4,208 7,228 6,627 6,075 7,360
    Total Cost of Revenue $ 26,038 $ 26,125 $ 25,118 $ 21,026 $ 21,899
    % of Rest of World Total Revenue 29 % 30 % 32 % 29 % 25 %
    Gross Profit
    Local Gross Profit
    Third Party $ 41,319 $ 36,365 $ 39,162 $ 35,361 $ 44,104
    Direct
    Total Local Gross Profit $ 41,319 $ 36,365 $ 39,162 $ 35,361 $ 44,104
    % of Rest of World Total Local Revenue 75.6 % 78.8 % 86.9 % 81.6 % 85.6 %
    % of Rest of World Total Local Gross Billings 28.5 % 28.2 % 32.6 % 30.8 % 37.3 %
    Goods Gross Profit
    Third Party $ 15,680 $ 18,265 $ 6,561 $ 9,416 $ 11,530
    Direct (2,158 ) (648 ) 151 (450 ) 486
    Total Goods Gross Profit $ 13,522 $ 17,617 $ 6,712 $ 8,966 $ 12,016
    % of Rest of World Total Goods Revenue 57.0 % 54.9 % 27.0 % 43.5 % 47.9 %
    % of Rest of World Total Goods Gross Billings 17.7 % 18.3 % 8.6 % 12.4 % 15.2 %
    Travel and Other Gross Profit
    Third Party and Other $ 8,783 $ 6,566 $ 7,058 $ 6,250 $ 8,252
    Direct
    Total Travel and Other Gross Profit $ 8,783 $ 6,566 $ 7,058 $ 6,250 $ 8,252
    % of Rest of World Total Travel and Other Revenue 77.6 % 78.2 % 86.9 % 81.5 % 85.0 %
    % of Rest of World Total Travel and Other Gross Billings 18.2 % 14.9 % 19.4 % 19.3 % 22.3 %
    Total Gross Profit
    Third Party and Other $ 65,782 $ 61,196 $ 52,781 $ 51,027 $ 63,886
    Direct (2,158 ) (648 ) 151 (450 ) 486
    Total Gross Profit $ 63,624 $ 60,548 $ 52,932 $ 50,577 $ 64,372
    % of Rest of World Total Revenue 71.0 % 69.9 % 67.8 % 70.6 % 74.6 %
    % of Rest of World Total Gross Billings 23.6 % 22.5 % 22.6 % 23.1 % 27.5 %
    Operating Loss Excl SBC, Acq-Related $ (17,712 ) $ (12,105 ) $ (24,389 ) $ (14,173 ) $ (1,619 )
    Year-over-year growth (62 ) % (68 ) % 174 % (331 ) % 91 %
    % of Consolidated Operating Income Excl SBC, Acq-Related (35 ) % (88 ) % (48 ) % (24 ) % (4 ) %
    Operating Margin Excl SBC, Acq-Related (% of Rest of World Total revenue) (19.8 ) % (14.0 ) % (31.2 ) % (19.8 ) % (1.9 ) %
    Year-over-year growth (bps) 4,222 3,848 (2,139 ) (1,640 ) 1,790
    Operating Loss TTM Excl SBC, Acq-Related $ (67,914 ) $ (42,016 ) $ (57,495 ) $ (68,379 ) $ (52,286 )
    Operating Margin TTM Excl SBC, Acq-Related (% of Rest of World Total TTM revenue) (19.5 ) % (11.6 ) % (16.4 ) % (21.0 ) % (16.2 ) %
    Year-over-year growth (bps)(6) N/A N/A 3,590 788 330
    Consolidated Results of Operations
    Gross Billings
    Local Gross Billings
    Third Party $ 677,337 $ 799,153 $ 829,553 $ 805,508 $ 727,191
    Direct 6,450 693 1,040
    Total Local Gross Billings $ 683,787 $ 799,153 $ 829,553 $ 806,201 $ 728,231
    Goods Gross Billings
    Third Party $ 236,972 $ 316,327 $ 230,030 $ 247,688 $ 244,355
    Direct 138,538 225,176 162,294 189,183 199,032
    Total Goods Gross Billings $ 375,510 $ 541,503 $ 392,324 $ 436,871 $ 443,387
    Travel and Other Gross Billings
    Third Party and Other $ 158,959 $ 179,796 $ 185,892 $ 170,734 $ 171,030
    Direct
    Total Travel and Other Gross Billings $ 158,959 $ 179,796 $ 185,892 $ 170,734 $ 171,030
    Total Gross Billings
    Third Party and Other $ 1,073,268 $ 1,295,276 $ 1,245,475 $ 1,223,930 $ 1,142,576
    Direct 144,988 225,176 162,294 189,876 200,072
    Total Gross Billings $ 1,218,256 $ 1,520,452 $ 1,407,769 $ 1,413,806 $ 1,342,648
    Year-over-year growth 5 % 24 % 4 % 10 % 10 %
    Year-over-year growth, excluding FX 11 % 25 % 5 % 11 % 11 %
    Gross Billings (TTM) $ 5,090,600 $ 5,380,184 $ 5,433,153 $ 5,560,283 $ 5,684,675
    Year-over-year growth 61 % 35 % 16 % 11 % 12 %
    Revenue
    Local Revenue
    Third Party $ 299,177 $ 287,288 $ 327,393 $ 326,921 $ 301,144
    Direct 6,450 693 1,040
    Total Local Revenue $ 305,627 $ 287,288 $ 327,393 $ 327,614 $ 302,184
    Goods Revenue
    Third Party $ 84,374 $ 86,579 $ 67,081 $ 52,574 $ 53,222
    Direct 138,538 225,175 162,294 189,183 199,032
    Total Goods Revenue $ 222,912 $ 311,754 $ 229,375 $ 241,757 $ 252,254
    Travel and Other Revenue
    Third Party and Other $ 40,013 $ 39,260 $ 44,634 $ 39,376 $ 40,621
    Direct
    Total Travel and Other Revenue $ 40,013 $ 39,260 $ 44,634 $ 39,376 $ 40,621
    Total Revenue
    Third Party and Other Revenue $ 423,564 $ 413,127 $ 439,108 $ 418,871 $ 394,987
    Direct Revenue 144,988 225,175 162,294 189,876 200,072
    Total Revenue $ 568,552 $ 638,302 $ 601,402 $ 608,747 $ 595,059
    Year-over-year growth 32 % 30 % 8 % 7 % 5 %
    Year-over-year growth, excluding FX 38 % 31 % 8 % 8 % 6 %
    Total Consolidated Revenue TTM  $ 2,188,334 $ 2,334,472 $ 2,376,591 $ 2,417,003 $ 2,443,510
    Year-over-year growth 70 % 45 % 27 % 18 % 12 %
    Cost of Revenue
    Local Cost of Revenue
    Third Party $ 36,905 $ 43,626 $ 46,030 $ 38,678 $ 36,642
    Direct 5,231 636 1,887
    Total Local Cost of Revenue $ 42,136 $ 43,626 $ 46,030 $ 39,314 $ 38,529
    Goods Cost of Revenue
    Third Party $ 11,977 $ 14,493 $ 17,856 $ 10,796 $ 10,137
    Direct 122,382 218,567 152,377 167,910 179,549
    Total Goods Cost of Revenue $ 134,359 $ 233,060 $ 170,233 $ 178,706 $ 189,686
    Travel and Other Cost of Revenue
    Third Party and Other $ 5,291 $ 5,786 $ 6,130 $ 6,033 $ 7,222
    Direct
    Total Travel and Other Cost of Revenue $ 5,291 $ 5,786 $ 6,130 $ 6,033 $ 7,222
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 54,173 $ 63,905 $ 70,016 $ 55,507 $ 54,001
    Direct Cost of Revenue 127,613 218,567 152,377 168,546 181,436
    Total Cost of Revenue $ 181,786 $ 282,472 $ 222,393 $ 224,053 $ 235,437
    % of Total Consolidated Revenue 32 % 44 % 37 % 37 % 40 %
    Gross Profit
    Local Gross Profit
    Third Party $ 262,272 $ 243,662 $ 281,363 $ 288,243 $ 264,502
    Direct 1,219 57 (847 )
    Total Local Gross Profit $ 263,491 $ 243,662 $ 281,363 $ 288,300 $ 263,655
    % of Total Consolidated Local Revenue 86.2 % 84.8 % 85.9 % 88.0 % 87.2 %
    % of Total Consolidated Local Gross Billings 38.5 % 30.5 % 33.9 % 35.8 % 36.2 %
    Goods Gross Profit
    Third Party $ 72,397 $ 72,086 $ 49,225 $ 41,778 $ 43,085
    Direct 16,156 6,608 9,917 21,273 19,483
    Total Goods Gross Profit $ 88,553 $ 78,694 $ 59,142 $ 63,051 $ 62,568
    % of Total Consolidated Goods Revenue 39.7 % 25.2 % 25.8 % 26.1 % 24.8 %
    % of Total Consolidated Goods Gross Billings 23.6 % 14.5 % 15.1 % 14.4 % 14.1 %
    Travel and Other Gross Profit
    Third Party and Other $ 34,722 $ 33,474 $ 38,504 $ 33,343 $ 33,399
    Direct
    Total Travel and Other Gross Profit $ 34,722 $ 33,474 $ 38,504 $ 33,343 $ 33,399
    % of Total Consolidated Travel and Other Revenue 86.8 % 85.3 % 86.3 % 84.7 % 82.2 %
    % of Total Consolidated Travel and Other Gross Billings 21.8 % 18.6 % 20.7 % 19.5 % 19.5 %
    Total Gross Profit
    Third Party and Other $ 369,391 $ 349,222 $ 369,092 $ 363,364 $ 340,986
    Direct 17,375 6,608 9,917 21,330 18,636
    Total Gross Profit $ 386,766 $ 355,830 $ 379,009 $ 384,694 $ 359,622
    % of Total Consolidated Revenue 68.0 % 55.7 % 63.0 % 63.2 % 60.4 %
    % of Total Consolidated Gross Billings 31.7 % 23.4 % 26.9 % 27.2 % 26.8 %
    Operating Income Excl SBC, Acq-Related $ 50,488 $ 13,703 $ 51,153 $ 59,043 $ 39,153
    Year-over-year growth N/A (24 ) % (24 ) % (18 ) % (22 ) %
    Operating Margin Excl SBC, Acq-Related (% of Total Consolidated revenue) 8.9 % 2.1 % 8.5 % 9.7 % 6.6 %
    Year-over-year growth (bps) 930 (150 ) (360 ) (300 ) (230 )
    Operating Income TTM Excl SBC, Acq-Related $ 207,964 $ 203,715 $ 187,278 $ 174,387 $ 163,052
    Operating Margin TTM Excl SBC, Acq-Related (% of Total Consolidated TTM revenue) 9.5 % 8.7 % 7.9 % 7.2 % 6.7 %
    Year-over-year growth (bps) 3,320 1,770 680 (40 ) (280 )
    Operating Income (Loss) $ 25,438 $ (12,861 ) $ 21,178 $ 27,412 $ 13,812
    Year-over-year growth N/A 14 % (47 ) % (41 ) % (46 ) %
    Operating Margin (% of Total Consolidated revenue) 4.5 % (2.0 ) % 3.5 % 4.5 % 2.3 %
    Year-over-year growth (bps) 457 100 (360 ) (370 ) (220 )
    Operating Income TTM $ 96,590 $ 98,701 $ 80,240 $ 61,167 $ 49,541
    Operating Margin TTM (% of Total Consolidated TTM revenue) 4.4 % 4.2 % 3.4 % 2.5 % 2.0 %
    Year-over-year growth (bps) 4,740 1,870 750 (100 ) (240 )
    Net Loss Attributable to Common Stockholders (2,979 ) (81,089 ) (3,992 ) (7,574 ) (2,580 )
    Weighted Average Basic Shares Outstanding 653,224 655,678 658,800 662,361 666,433
    Weighted Average Diluted Shares Outstanding (7) 653,224 655,678 658,800 662,361 666,433
    Net Loss per Share
    Basic $ (0.00 ) $ (0.12 ) $ (0.01 ) $ (0.01 ) $ (0.00 )
    Diluted $ (0.00 ) $ (0.12 ) $ (0.01 ) $ (0.01 ) $ (0.00 )
    The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net loss” and a quarterly reconciliation of operating income, excluding stock-based compensation and acquisition-related (expense) benefit, net, to the most comparable U.S. GAAP financial measure, “Operating income (loss).” (8)
    Adjusted EBITDA $ 65,798 $ 29,668 $ 71,853 $ 80,511 $ 62,302
    Depreciation and amortization (15,310 ) (15,965 ) (20,700 ) (21,468 ) (23,149 )
    Operating income, excluding stock-based compensation and acquisition-related (expense) benefit, net 50,488 13,703 51,153 59,043 39,153
    Stock-based compensation (22,619 ) (26,411 ) (29,907 ) (32,446 ) (26,870 )
    Acquisition-related (expense) benefit, net (2,431 ) (153 ) (68 ) 815 1,529
    Operating income (loss) 25,438 (12,861 ) 21,178 27,412 13,812
    Non Operating Items
    Loss on equity method investments (138 ) (1,231 ) (19 ) (14 ) (25 )
    Other income (expense), net 617 (48,279 ) (5,064 ) (5,565 ) 857
    Provision for income taxes (26,857 ) (17,676 ) (19,337 ) (27,384 ) (15,936 )
    Net loss $ (940 ) $ (80,047 ) $ (3,242 ) $ (5,551 ) $ (1,292 )
    The following is a trailing twelve months reconciliation of Operating income, excluding stock-based compensation and acquisition-related (expense) benefit, net, to the most comparable U.S. GAAP financial measure, “Operating Income.” (8)
    Operating income, excluding stock-based compensation and acquisition-related (expense) benefit, net TTM $ 207,964 $ 203,715 $ 187,278 $ 174,387 $ 163,052
    Stock-based compensation (110,374 ) (104,117 ) (106,021 ) (111,383 ) (115,634 )
    Acquisition-related (expense) benefit, net (1,000 ) (897 ) (1,017 ) (1,837 ) 2,123
    Operating income TTM $ 96,590 $ 98,701 $ 80,240 $ 61,167 $ 49,541
    The following is a quarterly reconciliation of foreign exchange rate neutral Gross Billings growth from the comparable quarterly periods of the prior year to reported Gross Billings growth from the comparable quarterly periods of the prior year.(9)
    EMEA Gross Billings growth, excluding FX (13 ) % 4 % (9 ) % 4 % 9 %
    FX Effect (8 ) % (2 ) % 1 % % 3 %
    EMEA Gross Billings growth (21 ) % 2 % (8 ) % 4 % 12 %
    Rest of World Gross Billings growth, excluding FX 15 % 20 % (6 ) % (16 ) % (4 ) %
    FX Effect (9 ) % (3 ) % (5 ) % (5 ) % (9 ) %
    Rest of World Gross Billings growth 6 % 17 % (11 ) % (21 ) % (13 ) %
    Consolidated Gross Billings growth, excluding FX 11 % 25 % 5 % 11 % 11 %
    FX Effect (6 ) % (1 ) % (1 ) % (1 ) % (1 ) %
    Consolidated Gross Billings growth 5 % 24 % 4 % 10 % 10 %
    The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.(9)
    EMEA Revenue growth, excluding FX 6 % (25 ) % (20 ) % (25 ) % (23 ) %
    FX Effect (10 ) % (2 ) % % 1 % 2 %
    EMEA Revenue growth (4 ) % (27 ) % (20 ) % (24 ) % (21 ) %
    Rest of World Revenue growth, excluding FX 30 % 23 % (8 ) % (21 ) % 7 %
    FX Effect (10 ) % (3 ) % (6 ) % (5 ) % (11 ) %
    Rest of World Revenue growth 20 % 20 % (14 ) % (26 ) % (4 ) %
    Consolidated Revenue growth, excluding FX 38 % 31 % 8 % 8 % 6 %
    FX Effect (6 ) % (1 ) % % (1 ) % (1 ) %
    Consolidated Revenue growth 32 % 30 % 8 % 7 % 5 %
    The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities.”
    Net cash provided by (used in) operating activities $ 42,088 $ 65,717 $ 8,760 $ 43,302 $ (11,905 )
    Purchases of property and equipment and capitalized software (16,010 ) (40,034 ) (14,468 ) (14,042 ) (15,064 )
    Free cash flow (10) $ 26,078 $ 25,683 $ (5,708 ) $ 29,260 $ (26,969 )
    Net cash provided by operating activities (TTM) $ 370,194 $ 266,834 $ 191,880 $ 159,867 $ 105,874
    Purchases of property and equipment and capitalized software (TTM) (69,788 ) (95,836 ) (97,221 ) (84,554 ) (83,608 )
    Free cash flow (TTM) $ 300,406 $ 170,998 $ 94,659 $ 75,313 $ 22,266
    Net cash used in investing activities $ (35,629 ) $ (52,753 ) $ (30,679 ) $ (15,862 ) $ (26,444 )
    Net cash provided by (used in) financing activities $ 2,707 $ (6,495 ) $ (9,342 ) $ (7,941 ) $ (8,970 )
    Net cash used in investing activities (TTM) $ (177,133 ) $ (194,979 ) $ (179,214 ) $ (134,923 ) $ (125,738 )
    Net cash provided by (used in) financing activities (TTM) $ 765,503 $ 12,095 $ 11,028 $ (21,071 ) $ (32,748 )
    Other Metrics
    Active Customers (11)
    North America 16.0 17.2 18.2 19.1 19.9
    EMEA 14.4 14.3 14.0 13.9 14.0
    Rest of World 9.1 9.5 9.5 9.6 9.6
    Total Active Customers 39.5 41.0 41.7 42.6 43.5
    TTM Gross Billings / Average Active Customer (12)
    North America $ 148 $ 152 $ 151 $ 156 $ 155
    EMEA $ 160 $ 146 $ 137 $ 135 $ 137
    Rest of World $ 133 $ 126 $ 116 $ 108 $ 102
    Consolidated $ 149 $ 144 $ 138 $ 138 $ 137
    Headcount
    Sales (13) 5,087 4,677 4,566 4,679 4,801
    % North America 24 % 25 % 28 % 26 % 28 %
    % EMEA 43 % 42 % 38 % 39 % 37 %
    % Rest of World 33 % 33 % 34 % 35 % 35 %
    Other 6,779 6,717 6,433 6,306 6,453
    Total Headcount 11,866 11,394 10,999 10,985 11,254
    (1) Represents the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds. Includes direct billings and third party and other billings.
    (2) Local represents deals from local merchants, deals with national merchants, and deals through local events (i.e., GrouponLive deals).
    (3) Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue.
    (4) Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. Direct cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Third party cost of revenue includes estimated refunds for which the merchant’s share is not recoverable. Other costs incurred to generate revenue are allocated to cost of third party and other revenue and direct revenue for each of our categories (Local, Goods, and Travel and Other) in proportion to relative gross billings during the period.
    (5) Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect in the prior year period.
    (6) International operating margin information broken out between EMEA and Rest of World is not readily available for quarterly periods during the year ended December 31, 2010. Therefore, the Company is presenting year-over-year basis point (bps) growth for operating margin TTM excluding stock-based compensation and acquisition-related expense (benefit), net beginning in the first quarter of 2013.
    (7) The weighted-average diluted shares outstanding is calculated using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock units and restricted shares, as calculated using the treasury stock method.
    (8) Adjusted EBITDA and Operating income excluding stock-based compensation and acquisition-related (expense) benefit, net are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net loss” for the periods presented, and the Company reconciles Operating income excluding stock-based compensation and acquisition-related (expense) benefit, net to the most comparable U.S. GAAP financial measure, “Operating income (loss),” for the periods presented.
    (9) Foreign Exchange Rate neutral operating results are non-GAAP financial measures. The Company reconciles “foreign exchange rate neutral Gross Billings growth” and “foreign exchange rate neutral Revenue growth” to year-over-year growth rates for the most comparable U.S. GAAP financial measures, “Gross Billings” and “Revenue,” respectively for the periods presented.
    (10) Free cash flow is a non-GAAP financial measure. The Company reconciles this measure to the most comparable U.S. GAAP financial measure, “Net cash provided by (used in) operating activities,” for the periods presented.
    (11) Reflects the total number of unique user accounts who have purchased a Groupon during the trailing twelve months.
    (12) Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.
    (13) Includes inside and outside merchant sales representatives, as well as sales support.
    (14) The definition, methodology, and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

     

    Groupon, Inc.

  • Groupon Launches Major Redesign (Site & Apps)

    Groupon Launches Major Redesign (Site & Apps)

    Groupon has launched big redesigns for its website and mobile apps. The company hopes the changes will make it easier for users to shop for deals.

    “The latest versions of the website and mobile apps make it simple for customers to search and browse Groupon’s more than 54,000 active deals to find the exact offer they want, when they want it,” a Groupon spokesperson tells WebProNews.

    The site has personalization features, which include deals based on customer interest, previous purchases, purchases by other customers with similar interests.

    Groupon homepage

    The new design plays up search more, making the search bar prominent at the top of every page. It also includes search suggests. Search results span across all Groupon channels.

    There are also some new search filters, which are always displayed alongside the search results.

    “In just five years, Groupon has grown from a daily deal website to a true online marketplace with a tremendous mobile following,” said Groupon CEO Eric Lefkofsky. “Our new site and mobile app makes it easier and more rewarding for customers to check Groupon first when they want to buy just about anything, anytime, anywhere.”

    The apps will automatically detect when a mobile user has changed locations, and send notifications when they’re in range of deals. Local deals are selected based on current location, instead of just the user’s hometown.

    iPad users can “favorite” deals to save for future reference. The iPad app is also expanding into 12 new markets: Austria, Chile, Colombia, French Canada, Ireland, Mexico, New Zealand, Peru, Philippines, Puerto Rico, Russia and Thailand.

    Groupon iPad

    Groupon’s mobile apps (including tablet) have been downloaded by over 50 million people in 43 countries.

  • Groupon Appoints Shutterfly CEO Jeffrey Housenbold As New Director

    Groupon announced on Wednesday that it has appointed Shutterfly president and CEO Jeffrey Housenbold to its Board of Directors.

    He has led Shutterfly since January of 2005. Before that, he worked at eBay in various roles like Vice President of Business Development and Internet Marketing, Vice President & General Manager, Business-to-Consumer Group and Vice President, Mergers & Acquisitions. He is currently a director at Shutterfly and serves on the Boards of Caesars Entertainment Corporation and Chegg. He’s also on the Board of Trustees at Carnegie Mellon University.

    “We are thrilled to welcome Jeffrey to the Groupon board,” said Groupon Chairman Ted Leonsis. “He brings tremendous expertise and energy, as well as a demonstrated history of innovation and leadership. We look forward to his perspective as Groupon continues to grow and evolve.”

    “In just five years, Groupon has proven to be a disruptive force in how consumers discover the world around them,” Housenbold said. “As a company firmly established at the intersection of local and mobile, few others are as well positioned as Groupon to take advantage of this evolving marketplace. I look forward to working with this high caliber board and management team.”

    Earlier this month, Groupon appointed four new executives: Robbie Schwietzer as the new Senior Vice President of Operations; Lisa Kennedy as the new Vice President, General Manager, of Groupon Reserve; David Kerr as the new Vice President, General Manager, of Home Services; Hoke Horne as the new Vice President of Global Commercial Finance.

    More on their roles here.

    Image: Businesswire

  • Groupon’s Breadcrumb POS App Gets New CRM, Management Features

    At Money2020, Groupon announced a new update to its Breadcrumb POS app, adding some CRM and employee management features.

    A new CRM feature lets businesses track customers and learn more about them, while storing their contact info and analyzing purchase behaviors, recording notes on their preferences.

    Breadcrumb customer profile

    Another feature lets businesses set functions for specific roles and employees, assigning transactions to individual people, filter sales and product reports, and track commissions and tips.

    Groupon Breadcrumb

    The app also lets you use the iPad’s camera to scan standard barcode SKUs to edit items. They can also upload images for each menu item.

    “Our team spent countless hours conducting on-premise research and interviewing merchants about their biggest point-of-sale obstacles,” says Groupon’s Varun Krishna in a blog post. “Today’s updates are a reflection of how a modern solution addresses some of these operational challenges.”

    The updated app is available in the App Store. An update earlier this year expanded its functionality to be useful to businesses beyond restaurants.

  • Groupon Continues To Revamp Its Leadership Team

    Groupon continues to make big changes in its high-level executive offices. Groupon fired CEO Andrew Mason earlier this year. He was replaced by Eric Lefkofsky (pictured).

    Today, Groupon announced that it has appointed four new executives. Robbie Schwietzer is the new Senior Vice President of Operations. Lisa Kennedy is the new Vice President, General Manager, of Groupon Reserve. David Kerr is the new Vice President, General Manager, of Home Services. Hoke Horne is the new Vice President of Global Commercial Finance.

    As SVP of Operations, Schwietzer will be tasked with implementing, overseeing and growing the company’s enterprise operations. He will report to COO Kal Raman and be based in Seattle.

    Schwietzer previously spent a decade at Amazon where he held positions as VP of Amazon Prime, Director of International Retail, Director of Videogames and Software, Germany, and Senior Finance Manager. Before Amazon he worked for McKinsey & Company as an Associate Consultant.

    As the leader of Groupon Reserve, Kennedy will also report to Raman, but will be based in New York. She founded deals site Hopscotch, and has served as EVP of E-Commerce for Quidsi (which operates Diapers.com, Soap.com and BeautyBar.com). She’s also held senior positions at Scholastic, Time Inc. and the Guinness Book of World Records.

    Kerr will be based in Chicago, and will report to VP, GM of Daily Deals Julie Szudarek. In his role, he will be expected to drive outreach to home and auto-related merchants, and create an new marketplace for customers to get deals from local service providers. He has held roles as the GM of eCommerce at Angie’s List and President and CEO at NoInk Communications. He also served as Chairman of the Board for Jada Beauty.

    Horne will also be based in Chicago, and will report to CFO Jason Child. He will lead Groupon’s Global Commercial Finance team. He has held executive positions at Juniper Networks and Microsoft.

    “We’re thrilled to bring Robbie, Lisa, David and Hoke and their incredible caliber of talent to Groupon,” said Lefkofsky. “All four are well-regarded experts in their fields and will help take Groupon to the next level.”

    Groupon stock is up in pre-market trading.

    Image: Eric Lefokfsky (Twitter)

  • Groupon Buys Blink, Rebrands It With The ‘Groupon’ Name

    Groupon announced on Monday that it has acquired Blink a “last-minute” travel app from Europe, which lets users find deals on same-day hotel bookings.

    “Based in Madrid, Blink works with more than 2,000 hotel partners in eight European countries, and will strengthen Groupon Getaways to even better serve customers’ travel needs,” a Groupon spokesperson tells WebProNews. “Experiences will span select hotels across the globe, all-inclusive travel packages and full-service tours in popular destinations.”

    Blink

    Blink will be rebranded as “Blink by Groupon,” and will operate separately, we’re told, as the team develops “an integrated experience that leverages the full breadth of Groupon Getaways global travel offers.”

    “Groupon Getaways, launched in 2011, works with hotels and other partners to provide curated travel deals and experiences in 48 countries,” the spokesperson notes.

    This is not the first acquisition for Groupon under CEO Eric Lefkofsky since he was officially appointed to the role in August. Shortly after, the company acquired Plumfare, a social gifting service.

  • Groupon Launches GPN Affiliate Network For Online Publishers

    Groupon Launches GPN Affiliate Network For Online Publishers

    Groupon has announced the launch of the Groupon Partner Network (GPN), a local ecommerce affiliate marketing program for online publishers.

    “GPN distributes the most relevant Groupon deals across partner websites and apps, helping to increase the visibility and distribution of merchants’ deals and drive purchases through Groupon,” a spokesperson for the company tells WebProNews. “Some of these partners include: Ebates, Upromise by Sallie Mae, Dealnews, Fat Wallet, ShopAtHome.com and Slickdeals.net.”

    GPN is available in 30 countries right out of the gate, and partners get access to real-time reports, a link creation wizard and open APIs.

    Groupon Partner Network from Groupon on Vimeo.

    “With affiliate presence in every U.S. state and dozens of countries around the world, affiliate marketing sends more and more customers to Groupon merchants every month,” said Sean Smyth, VP of Global Partner Marketing and Business Development, Groupon. “GPN is the latest example of Groupon’s dedication to provide a comprehensive, effective and large-scale marketing platform for local and national merchants to help grow their business.”

    The company intends to migrate most content publishers in their current affiliate program to the Groupon Partner Network by the end of the year.

  • Groupon Adds Credit Card Terminals To Payments Suite

    Groupon announced on Wednesday that it is adding credit card terminals to its existing payments suite for local businesses.

    “This addition extends our popular payments service to the most common way that local businesses accept payments, making an affordable payments solution available to nearly all merchants,” a Groupon spokesperson tells WebProNews. “Most small businesses run on multiple devices — With the ability to run across mobile, iPad and terminal point-of-sale devices, Groupon now caters to every type of payments need.”

    The spokesperson adds, “Small businesses have three options to implement Groupon’s payments service on a credit card terminal: configure an existing Verifone and Ingenico device; purchase a Verifone vx520 from Groupon for $150 (with no monthly contract or fees); or rent a Verifone vx520 to own for $15 per month (for 12 months).”

    With the pre-programmed device, Groupon offers a low price “guarantee” as well as free processing and 24/7 Payment Center access, which includes analytics from all Groupon POS devices, including the ability to run reports on payment trends, top customers, refund amounts and tip totals.

    “While merchants are attracted to the easy signup, low and transparent pricing and powerful analytics provided by our payments service, not all merchants are ready to immediately adopt an iPad or iPhone for their credit card processing needs,” said Sean Harper, director of product, Groupon. “We anticipate that most merchants will eventually migrate their payments to tablet and mobile POS systems, but for now, this option lets them use familiar hardware and still benefit from the features of our payments service to save money and better manage their businesses.”

    The company will add its payments service to additional mobile, tablet and POS devices in the future.

  • Groupon Buys Plumfare, Will Expand Gifting Options

    Groupon has acquired Plumfare, a San Francisco-based developer, which has a mobile app that lets users share restaurant experiences with their friends, and give them gifts. It’s available on iOS.

    VentureBeat confirmed with Groupon that the acquisition took place, and Plumfare, while not saying anything about Groupon itself, discusses being acquired on its homepage. In a letter to users, the company says:

    Today we are excited to announce that we’ve been acquired!

    Plumfare set out to make it easy to find the best local gifts and experiences and we’re looking forward to continuing that mission at our new home.

    For the next few weeks we’re going to have to rebuild a bit with new technology, so we won’t be ready for new gifts. Think of it as house cleaning. In time for the holiday season 2013, we’ll let you know about some cool new gift options developed with our new friends.

    We’re incredibly excited to continue our mission. For us, it’s an opportunity to take the work we’ve done and apply it more broadly. For our users, it means tons of new merchants and gifts!

    While we’re rebuilding, all of your outstanding Plumfare gifts are good to use, and support will be open, just as normal.

    Users will still be able to buy gifts, but they’re going to have to wait until the transition allows it. Support for existing outstanding gifts will continue as normal. According to Plumfare, the biggest change will be that they’ll be making more gifts available from local merchants.

  • Groupon Gets A CEO (Eric Lefkofsky), Posts Earnings

    Groupon just released its earnings report for the second quarter, its second since former CEO Andrew Mason was fired. The company also took the opportunity to announce that it now has a permanent CEO – Eric Lefkofsky.

    Lefkofsky, one of Groupon’s co-founders, has been acting as chairman and co-CEO since Mason was let go, and the board apparently likes what it has seen from him. It also appointed Ted Leonsis Chairman of the Board.

    Last time, Groupon beat Wall Street expectations, and this time they did it again.

    The company reported gross billings of $1.41 billion and revenue of $608.7 million. GAAP operating income was $27.4 million.

    “We significantly exceeded our operating income expectations, and delivered our strongest quarter ever in North America, due in part to accelerated billings growth of 30%,” said Lefkofsky. “With two quarters on the job, I’m pleased with the progress we’ve made in such a short time. We continue to gain traction in mobile, with nearly 50% of our North American transactions coming from mobile in June. To date, more than 50 million people have downloaded Groupon apps worldwide.”

    Here’s the earnings release in its entirety:

    CHICAGO–(BUSINESS WIRE)– Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended June 30, 2013.

    “We significantly exceeded our operating income expectations, and delivered our strongest quarter ever in North America, due in part to accelerated billings growth of 30%,” said Eric Lefkofsky, CEO of Groupon. “With two quarters on the job, I’m pleased with the progress we’ve made in such a short time. We continue to gain traction in mobile, with nearly 50% of our North American transactions coming from mobile in June. To date, more than 50 million people have downloaded Groupon apps worldwide.”

    Groupon also announced today that its Board of Directors has appointed Eric Lefkofskyas CEO, and Ted Leonsis as Chairman of the Board. “The Board is encouraged by Groupon’s performance under Eric’s leadership, and we’re pleased that he has agreed to lead the company through this important stage of its evolution,” said Ted Leonsis, Chairman of Groupon.

    Second Quarter 2013 Summary

    Groupon changed its segment disclosures in the second quarter to separately report three segments: North America, EMEA and Rest of World, which provides a better sense of the financial profile of its regions.

    Gross billings, which reflect the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds, increased 10% globally to $1.41 billion in the second quarter 2013, compared with $1.29 billion in the second quarter 2012. North America growth of 30% and EMEA growth of 4% was offset by a 21% decline in Rest of World.

    Revenue increased 7% to $608.7 million in the second quarter 2013, compared with$568.3 million in the second quarter 2012. North America revenue growth of 45% was offset by a 24% decline in EMEA and a 26% decline in Rest of World.

    Gross profit was $384.7 million in the second quarter 2013, compared with $433.2 millionin the second quarter 2012.

    Operating income was $27.4 million in the second quarter 2013, compared with $46.5 million in the second quarter 2012. Operating income increased$6.2 million compared with the first quarter 2013.

    Operating income excluding stock compensation and acquisition-related costs, net, a non-GAAP financial measure, was $59.0 million in the second quarter 2013, compared with $71.9 million in the second quarter 2012. Operating income excluding stock compensation and acquisition-related costs, net, increased $7.9 million compared with first quarter 2013.

    Adjusted EBITDA was $80.5 million in the second quarter 2013, compared with $84.7 million in the second quarter 2012.

    Second quarter 2013 net loss attributable to common stockholders was $7.6 million, or $0.01 per share, including stock compensation and acquisition-related costs, net, of $31.6 million, or $21.8 million net of tax. Earnings per share excluding stock compensation and acquisition-related costs, net of tax, a non-GAAP financial measure, was $0.02 per share, including a $0.01 negative impact from foreign exchange.

    Operating cash flow for the trailing twelve months ended June 30, 2013 was $159.9 million. Free cash flow, a non-GAAP financial measure, was $29.3 million in the second quarter 2013, bringing free cash flow for the trailing twelve months ended June 30, 2013 to $75.3 million.

    At the end of the quarter, Groupon had $1.2 billion in cash and cash equivalents.

    Definitions and reconciliations of all non-GAAP financial measures are included below in the section titled “Non-GAAP Financial Measures” and in the accompanying tables.

    Second Quarter Operating Highlights

    • Global units: Consolidated units, defined as vouchers and products sold before cancellations and refunds, increased 15% year-over-year to 46 million. North America units increased 45%, EMEA units decreased 3%, and Rest of World units decreased 12%.
    • Active deals: At the end of the second quarter 2013, the number of active deals in North America increased to more than 54,000 on average, compared with nearly 40,000 as reported at the end of the first quarter 2013.
    • Active customers: Active customers, or customers that have purchased a Groupon within the last twelve months, grew 12% year-over-year, to 42.6 million as of June 30, 2013, comprising 19.1 million in North America, 13.9 million in EMEA, and 9.6 million in Rest of World.
    • Customer spend: Second quarter 2013 trailing twelve month billings per average active customer remained unchanged at $138, compared with the first quarter 2013. North America trailing twelve month billings per average active customer increased $5 compared with the first quarter 2013, from $151 to $156.
    • Mobile: In June 2013, nearly 50% of North American transactions were completed on mobile devices, compared with about 30% in June 2012. More than 50 million people have now downloaded Groupon mobile apps worldwide, with more than 7.5 million people downloading them in the second quarter alone.
    • Marketplace: Direct email accounted for less than 40% of North American transactions in the second quarter 2013, providing evidence that the rollout of Groupon’s marketplace (“Pull”) continues to gain momentum.

    Share Repurchase Authorization

    Groupon also announced today that its Board of Directors has authorized a share repurchase program. Under the program, Groupon is authorized to repurchase up to $300 million of its outstanding Class A common stock over the next 24 months. The timing and amount of any share repurchases will be determined based on market conditions, share price and other factors, and the program may be discontinued or suspended at any time. Repurchases will be made in compliance with SEC rules and other legal requirements, and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when Groupon might otherwise be precluded from doing so. The program is intended to offset the annual dilution from employee stock grants.

    Outlook

    In the third quarter 2013, Groupon expects seasonality to impact the Local business, as people travel more frequently in the summer months. In addition, the Company anticipates continued investment in marketing initiatives to drive long-term growth. As a result, for the third quarter 2013, the Company expects revenue of between $585 million and $635 million, operating income excluding stock compensation and acquisition-related expenses of between$20 million and $40 million, and EPS excluding stock-compensation and acquisition related expenses, net of tax, of between negative $0.01 and positive$0.01. Stock compensation is expected to be approximately $30 million, or approximately $20 million net of tax. This outlook assumes no acquisitions or investments, or material changes in foreign exchange rates.

    Groupon reaffirms its guidance that full year 2013 GAAP operating income will exceed $100 million.

    Conference Call

    A conference call will be webcast live today at 4:00 p.m. CT / 5:00 p.m. ET, and will be available on Groupon’s investor relations website athttp://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company’s financial and operating results.

    Non-GAAP Financial Measures

    In addition to financial results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net, Adjusted EBITDA, earnings per share excluding stock-based compensation and acquisition-related expense (benefit), net, and free cash flow. These non-GAAP financial measures are presented to aid investors in better understanding Groupon’s performance and to facilitate comparisons to many of our peers who present similar measures. However, these measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. These measures may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see “Non-GAAP Reconciliation Schedules” and “Supplemental Financial Information and Business Metrics” included in the tables accompanying this release.

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

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

    Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net represents the change in the fair value of contingent consideration arrangements related to business combinations. 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 because it is 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.

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

    Foreign exchange rate neutral operating results show our current period operating results as if foreign currency exchange rates had remained the same as those in effect in the comparable period.

    Operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net is a non-GAAP financial measure that comprises the consolidated total of the segment operating income (loss) of our three segments, North America, EMEA, and Rest of World. We use consolidated operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net to allocate resources and evaluate performance internally.

    Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, and acquisition-related expense (benefit), net. Adjusted EBITDA is similar to Operating income (loss) excluding stock-based compensation and acquisition-related expense (benefit), net, except Adjusted EBITDA also excludes depreciation and amortization. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that Adjusted EBITDA is a meaningful measure for evaluating our operating performance and liquidity.

    Earnings per share excluding stock-based compensation and acquisition-related expense (benefit), net is a non-GAAP financial measure that adjusts our earnings (loss) per share to exclude the impact of stock-based compensation expense, acquisition-related expense (benefit), net and the income tax effect of those items. We believe that this non-GAAP financial measure provides meaningful supplemental information for evaluating our operating performance.

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

    Note on Forward-Looking Statements

    The statements contained in this release that refer to plans and expectations for the next quarter or the future are forward-looking statements that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy; responding to changes in the market; effectively dealing with challenges arising from our international operations; retaining existing customers and adding new customers; retaining existing merchant partners and adding new merchant partners; incurring expenses as we expand our business; competing against competitors with more financial resources than us; maintaining favorable terms with our business partners; maintaining a strong brand; managing inventory and order fulfillment; integrating our technology platforms; managing refund risks; retaining our executive team; litigation; regulations, including the CARD Act and regulation of the Internet; tax liabilities; tax legislation; maintaining our information technology infrastructure; security breaches; protecting our intellectual property; handling acquisitions, joint ventures and strategic investments effectively; seasonality; payment-related risks; customer and merchant partner fraud; global economic uncertainty; compliance with rules and regulations associated with being a public company; and our ability to raise capital if necessary. 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 and subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting the company’s Investor Relations web site athttp://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 7, 2013.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.

    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.

    About Groupon

    Groupon (NASDAQ: GRPN) is a global leader in local commerce, making it easy for people around the world to search and discover great businesses at unbeatable prices. Groupon is reinventing the traditional small business world by providing merchants with a suite of products and services, including customizable deals, payments processing capabilities and point-of-sale solutions to help them attract more customers and run their operations more effectively. By leveraging the company’s global relationships and scale, Groupon offers consumers incredible deals on the best stuff to eat, see, do, and buy in 48 countries. With Groupon, shoppers discover the best a city has to offer with Groupon Local, enjoy vacations with GrouponGetaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods. To 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.GrouponWorks.com.

    Groupon, Inc.
    Summary Consolidated and Segment Results
    (in thousands, except share and per share amounts)
    (unaudited)
    Y/Y % Y/Y %
    Three Months Ended Growth Six Months Ended Growth
    June 30, excluding June 30, excluding
    2013 2012 Y/Y % Growth FX Effect (2) FX(2) 2013 2012 Y/Y % Growth FX Effect (2) FX(2)
    Gross Billings (1)
    North America $ 712,205 $ 548,275 29.9 % $ (130 ) 29.9 % $ 1,393,524 $ 1,101,832 26.5 % $ (201 ) 26.5 %
    EMEA 482,250 462,379 4.3 % 3,019 3.6 % 974,568 999,940 (2.5 ) % 4,584 (3.0 ) %
    Rest of World 219,351 276,022 (20.5 ) % (12,497 ) (16.0 ) % 453,483 539,704 (16.0 ) % (25,869 ) (11.2 ) %
    Consolidated gross billings $ 1,413,806 $ 1,286,676 9.9 % $ (9,608 ) 10.6 % $ 2,821,575 $ 2,641,476 6.8 % $ (21,486 ) 7.6 %
    Revenue
    North America $ 377,182 $ 260,181 45.0 % $ (42 ) 45.0 % $ 716,736 $ 498,746 43.7 % $ (74 ) 43.7 %
    EMEA 159,962 211,555 (24.4 ) % 981 (24.9 ) % 343,760 441,911 (22.2 ) % 1,661 (22.6 ) %
    Rest of World 71,603 96,599 (25.9 ) % (4,364 ) (21.4 ) % 149,653 186,961 (20.0 ) % (9,237 ) (15.0 ) %
    Consolidated revenue $ 608,747 $ 568,335 7.1 % $ (3,425 ) 7.7 % $ 1,210,149 $ 1,127,618 7.3 % $ (7,650 ) 8.0 %
    Income from operations $ 27,412 $ 46,485 (41.0 ) % $ (2,971 ) (34.6 ) % $ 48,590 $ 86,124 (43.6 ) % $ (1,352 ) (42.0 ) %
    Net (loss) income attributable to common stockholders $ (7,574 ) $ 28,386       $ (11,566 ) $ 16,691      
    Net (loss) earnings per share
    Basic $ (0.01 ) $ 0.04 $ (0.02 ) $ 0.03
    Diluted $ (0.01 ) $ 0.04 $ (0.02 ) $ 0.03
    Weighted average basic shares outstanding 662,361,436 647,149,537 660,580,927 645,073,582
    Weighted average diluted shares outstanding 662,361,436 663,122,709 660,580,927 663,230,558
    (1) Represents the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds. Includes direct billings and third party and other billings.
    (2) Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three and six months ended June 30, 2012.
    Groupon, Inc.
    Condensed Consolidated Statements of Cash Flows
    (in thousands)
    (unaudited)
    Three Months EndedJune 30, Six Months EndedJune 30,
    2013 2012 2013 2012
    Operating activities
    Net (loss) income $ (5,551 ) $ 33,549 $ (8,793 ) $ 29,956
    Adjustments to reconcile net (loss) income to net cash provided by operating activities:
    Depreciation and amortization 21,468 12,810 42,168 24,526
    Stock-based compensation 32,446 27,084 62,353 55,087
    Deferred income taxes (308 ) 13,873 (566 ) 12,997
    Excess tax benefits on stock-based compensation (2,936 ) (18,869 ) (3,768 ) (21,750 )
    Loss on equity method investments 14 3,428 33 8,556
    Acquisition-related benefit, net (815 ) (1,635 ) (747 ) (1,687 )
    Gain on E-Commerce transaction (56,032 ) (56,032 )
    Change in assets and liabilities, net of acquisitions:
    Restricted cash 744 (1,471 ) 3,267 (2,828 )
    Accounts receivable 4,743 19,963 (2,941 ) 8,085
    Prepaid expenses and other current assets 3,465 (17,624 ) 15,992 (21,745 )
    Accounts payable (3,225 ) 20,089 (22,831 ) 18,268
    Accrued merchant and supplier payables 1,442 (13,979 ) (37,975 ) 32,021
    Accrued expenses and other current liabilities (20,539 ) 49,657 (7,237 ) 63,077
    Other, net 12,354 4,472 13,107 10,498
    Net cash provided by operating activities 43,302 75,315 52,062 159,029
    Net cash used in investing activities (15,862 ) (60,153 ) (46,541 ) (106,597 )
    Net cash (used in) provided by financing activities (7,941 ) 24,158 (17,283 ) 15,883
    Effect of exchange rate changes on cash and cash equivalents (3,138 ) (14,511 ) (15,516 ) (5,452 )
    Net increase (decrease) in cash and cash equivalents 16,361 24,809 (27,278 ) 62,863
    Cash and cash equivalents, beginning of period 1,165,650 1,160,989 1,209,289 1,122,935
    Cash and cash equivalents, end of period $ 1,182,011 $ 1,185,798 $ 1,182,011 $ 1,185,798
    Groupon, Inc.
    Consolidated Statements of Operations
    (in thousands, except share and per share amounts)
    (unaudited)
    Three Months Ended June 30, Six Months Ended June 30,
    2013 2012 2013 2012
    Revenue:
    Third party and other $ 418,871 $ 502,985 $ 857,979 $ 1,043,038
    Direct 189,876 65,350 352,170 84,580
    Total revenue 608,747 568,335 1,210,149 1,127,618
    Cost of revenue:
    Third party and other 55,507 77,032 125,523 179,661
    Direct 168,546 58,152 320,923 75,021
    Total cost of revenue 224,053 135,184 446,446 254,682
    Gross Profit 384,694 433,151 763,703 872,936
    Operating expenses:
    Marketing 55,497 88,407 105,054 205,022
    Selling, general and administrative 302,600 299,894 610,806 583,477
    Acquisition-related benefit, net (815 ) (1,635 ) (747 ) (1,687 )
    Total operating expenses 357,282 386,666 715,113 786,812
    Income from operations 27,412 46,485 48,590 86,124
    Loss on equity method investments (14 ) (3,428 ) (33 ) (8,556 )
    Other (expense) income, net (5,565 ) 57,367 (10,629 ) 53,828
    Income before provision for income taxes 21,833 100,424 37,928 131,396
    Provision for income taxes 27,384 66,875 46,721 101,440
    Net (loss) income (5,551 ) 33,549 (8,793 ) 29,956
    Net income attributable to noncontrolling interests (2,023 ) (1,220 ) (2,773 ) (2,100 )
    Net (loss) income attributable to Groupon, Inc. (7,574 ) 32,329 (11,566 ) 27,856
    Adjustment of redeemable noncontrolling interests to redemption value (3,943 ) (11,165 )
    Net (loss) income attributable to common stockholders $ (7,574 ) $ 28,386 $ (11,566 ) $ 16,691
    Net (loss) earnings per share
    Basic $ (0.01 ) $ 0.04 $ (0.02 ) $ 0.03
    Diluted $ (0.01 ) $ 0.04 $ (0.02 ) $ 0.03
    Weighted average number of shares outstanding
    Basic 662,361,436 647,149,537 660,580,927 645,073,582
    Diluted 662,361,436 663,122,709 660,580,927 663,230,558
    Groupon, Inc.
    Consolidated Balance Sheets
    (in thousands, except share and per share amounts)
    June 30, 2013 December 31, 2012
    (unaudited)
    Assets
    Current assets:
    Cash and cash equivalents $ 1,182,011 $ 1,209,289
    Accounts receivable, net 96,808 96,713
    Deferred income taxes 30,636 31,211
    Prepaid expenses and other current assets 127,496 150,573
    Total current assets 1,436,951 1,487,786
    Property, equipment and software, net of accumulated depreciation and amortization of $75,210
    and $46,236, respectively
    125,860 121,072
    Goodwill 206,683 206,684
    Intangible assets, net 33,186 42,597
    Investments 97,321 84,209
    Deferred income taxes, non-current 28,837 29,916
    Other non-current assets 47,830 59,210
    Total Assets $ 1,976,668 $ 2,031,474
    Liabilities and Equity
    Current liabilities:
    Accounts payable $ 35,499 $ 59,865
    Accrued merchant and supplier payables 616,605 671,305
    Accrued expenses 226,846 246,924
    Deferred income taxes 51,191 53,700
    Other current liabilities 134,805 136,647
    Total current liabilities 1,064,946 1,168,441
    Deferred income taxes, non-current 20,387 20,860
    Other non-current liabilities 100,907 100,072
    Total Liabilities 1,186,240 1,289,373
    Commitments and contingencies
    Stockholders’ Equity
    Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 661,630,188 and
    654,523,706 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively
    66 65
    Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares
    issued and outstanding at June 30, 2013 and December 31, 2012
    Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and
    outstanding at June 30, 2013, and December 31, 2012
    Additional paid-in capital 1,532,699 1,485,006
    Accumulated deficit (765,043 ) (753,477 )
    Accumulated other comprehensive income 24,774 12,446
    Total Groupon, Inc. Stockholders’ Equity 792,496 744,040
    Noncontrolling interests (2,068 ) (1,939 )
    Total Equity 790,428 742,101
    Total Liabilities and Equity $ 1,976,668 $ 2,031,474
    Groupon, Inc.
    Segment Information
    (in thousands)
    (unaudited)
    Three Months Ended June 30, Six Months Ended June 30,
    2013 2012 2013 2012
    North America
    Gross Billings (1) $ 712,205 $ 548,275 $ 1,393,524 $ 1,101,832
    Revenue $ 377,182 $ 260,181 $ 716,736 $ 498,746
    Segment cost of revenue and operating expenses(2) 328,674 216,752 626,862 415,145
    Segment operating income(2) $ 48,508 $ 43,429 $ 89,874 $ 83,601
    Segment operating income as a percent of segment revenue 12.9 % 16.7 % 12.5 % 16.8 %
    EMEA
    Gross Billings (1) $ 482,250 $ 462,379 $ 974,568 $ 999,940
    Revenue $ 159,962 $ 211,555 $ 343,760 $ 441,911
    Segment cost of revenue and operating expenses(2) 135,254 179,761 284,876 373,789
    Segment operating income(2) $ 24,708 $ 31,794 $ 58,884 $ 68,122
    Segment operating income as a percent of segment revenue 15.4 % 15.0 % 17.1 % 15.4 %
    Rest of World
    Gross Billings (1) $ 219,351 $ 276,022 $ 453,483 $ 539,704
    Revenue $ 71,603 $ 96,599 $ 149,653 $ 186,961
    Segment cost of revenue and operating expenses(2) 85,776 99,888 188,215 199,160
    Segment operating loss(2) $ (14,173 ) $ (3,289 ) $ (38,562 ) $ (12,199 )
    Segment operating loss as a percent of segment revenue (19.8 ) % (3.4 ) % (25.8 ) % (6.5 ) %
    Consolidated
    Gross Billings (1) $ 1,413,806 $ 1,286,676 $ 2,821,575 $ 2,641,476
    Revenue $ 608,747 $ 568,335 $ 1,210,149 $ 1,127,618
    Segment cost of revenue and operating expenses(2) 549,704 496,401 1,099,953 988,094
    Segment operating income(2) $ 59,043 $ 71,934 $ 110,196 $ 139,524
    Segment operating income as a percent of segment revenue 9.7 % 12.7 % 9.1 % 12.4 %
    Stock-based compensation 32,446 27,084 62,353 55,087
    Acquisition-related benefit, net (815 ) (1,635 ) (747 ) (1,687 )
    Income from operations 27,412 46,485 48,590 86,124
    Loss on equity method investments 14 3,428 33 8,556
    Other expense (income), net 5,565 (57,367 ) 10,629 (53,828 )
    Income before provision for income taxes 21,833 100,424 37,928 131,396
    Provision for income taxes 27,384 66,875 46,721 101,440
    Net (loss) income $ (5,551 ) $ 33,549 $ (8,793 ) $ 29,956
    (1) Represents the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds. Includes direct billings and third party and other billings.
    (2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related benefit, net.
    Groupon, Inc.
    Non-GAAP Reconciliation Schedules
    (in thousands, except share and per share amounts)
    (unaudited)
    The following are reconciliations of diluted earnings per share excluding stock-based compensation and acquisition-related benefit, net and foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures. See “Supplemental Financial Information and Business Metrics” for reconciliations of Adjusted EBITDA, operating income, excluding stock-based compensation and acquisition-related benefit, net and free cash flow to the most comparable U.S. GAAP financial measures.
    The following is a reconciliation of diluted net loss per share to diluted earnings per share excluding stock-based compensation and acquisition-related benefit, net for the three and six months ended June 30, 2013:
    Three Months Ended Six Months Ended
    June 30, 2013 June 30, 2013
    Net loss attributable to common stockholders $ (7,574 ) $ (11,566 )
    Stock-based compensation 32,446 62,353
    Acquisition-related benefit, net (815 ) (747 )
    Income tax effect of adjustments (9,797 ) (18,910 )
    Net income attributable to common stockholders excluding stock-based
    compensation and acquisition-related benefit, net $ 14,260 $ 31,130
    Diluted shares 662,361,436 660,580,927
    Incremental diluted shares (1) 14,644,615 13,410,174
    Adjusted diluted shares 677,006,051 673,991,101
    Diluted net loss per share $ (0.01 ) $ (0.02 )
    Impact of stock-based compensation and acquisition-related
    benefit, net and the related income tax effects 0.03 0.07
    Diluted earnings per share excluding stock-based compensation and
    acquisition-related benefit, net $ 0.02 $ 0.05
    (1) Outstanding equity awards are not reflected in the diluted net loss per share calculation for the three and six months ended June 30, 2013 because the effect would be antidilutive. However, those awards have been reflected in the calculation of diluted earnings per share excluding stock-based compensation and acquisition-related benefit, net for the three and six months ended June 30, 2013 because they have a dilutive effect on that calculation.
    The following are reconciliations of foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, “Gross Billings,” “Revenue” and “Income from operations,” for the three and six months ended June 30, 2013.
    The effect on the Company’s gross billings, revenue and income from operations from changes in exchange rates versus the U.S. Dollar for the three months ended June 30, 2013 was as follows:
    Three Months Ended June 30, 2013 Three Months Ended June 30, 2013
    At Avg. Exchange At Avg. Exchange
    Q2 2012Rates (1) RateEffect (2) AsReported Q1 2013Rates (3) RateEffect (2) AsReported
    Gross billings $ 1,423,414 $ (9,608 ) $ 1,413,806 $ 1,427,060 $ (13,254 ) $ 1,413,806
    Revenue $ 612,172 $ (3,425 ) $ 608,747 $ 613,123 $ (4,376 ) $ 608,747
    Income from operations $ 30,383 $ (2,971 ) $ 27,412 $ 30,817 $ (3,405 ) $ 27,412
    The effect on the Company’s gross billings, revenue and income from operations from changes in exchange rates versus the U.S. Dollar for the six months ended June 30, 2013 was as follows:
    Six Months Ended June 30, 2013 Six Months Ended June 30, 2013
    At Avg. Exchange At Avg. Exchange
    Q2 2012 YTDRates (1) RateEffect (2) AsReported Q4’12 – Q1’13Rates (3) RateEffect (2) AsReported
    Gross billings $ 2,843,061 $ (21,486 ) $ 2,821,575 $ 2,836,022 $ (14,447 ) $ 2,821,575
    Revenue $ 1,217,799 $ (7,650 ) $ 1,210,149 $ 1,214,833 $ (4,684 ) $ 1,210,149
    Income from operations $ 49,942 $ (1,352 ) $ 48,590 $ 52,189 $ (3,599 ) $ 48,590
    (1) Represents the financial statement balances that would have resulted had average exchange rates in the reported period been the same as those in effect during the three and six months ended June 30, 2012.
    (2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable period.
    (3) Represents the financial statement balances that would have resulted had average exchange rates in the reported period been the same as those in effect during the three and six months ended March 31, 2013.
    Groupon, Inc.
    Supplemental Financial Information and Business Metrics(14)
    (financial data in thousands, except per share data; active customers in millions)
    (unaudited)
    Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
    Segments
    North America Segment
    Gross Billings (1)
    Local (2) Gross Billings
    Third Party $ 412,348 $ 349,293 $ 430,255 $ 450,140 $ 449,770
    Direct 288 6,450 693
    Total Local Gross Billings $ 412,636 $ 355,743 $ 430,255 $ 450,140 $ 450,463
    Goods Gross Billings
    Third Party $ 40,173 $ 25,508 $ 31,270 $ 17,294 $ 15,501
    Direct 52,773 126,608 209,575 148,065 181,377
    Total Goods Gross Billings $ 92,946 $ 152,116 $ 240,845 $ 165,359 $ 196,878
    Travel and Other Gross Billings
    Third Party and Other $ 42,693 $ 44,510 $ 47,852 $ 65,820 $ 64,864
    Direct
    Total Travel and Other Gross Billings $ 42,693 $ 44,510 $ 47,852 $ 65,820 $ 64,864
    Total Gross Billings
    Third Party and Other $ 495,214 $ 419,311 $ 509,377 $ 533,254 $ 530,135
    Direct 53,061 133,058 209,575 148,065 182,070
    Total Gross Billings $ 548,275 $ 552,369 $ 718,952 $ 681,319 $ 712,205
    Year-over-year growth 48 % 38 % 51 % 23 % 30 %
    % of Consolidated Gross Billings 43 % 45 % 47 % 48 % 50 %
    Gross Billings Trailing Twelve Months (TTM) $ 1,978,617 $ 2,130,008 $ 2,373,153 $ 2,500,915 $ 2,664,845
    Revenue (3)
    Local Revenue
    Third Party $ 184,189 $ 134,993 $ 142,454 $ 171,593 $ 174,117
    Direct 288 6,450 693
    Total Local Revenue $ 184,477 $ 141,443 $ 142,454 $ 171,593 $ 174,810
    Goods Revenue
    Third Party $ 10,387 $ 13,064 $ 11,877 $ 3,144 $ 4,651
    Direct 52,774 126,608 209,575 148,065 181,377
    Total Goods Revenue $ 63,161 $ 139,672 $ 221,452 $ 151,209 $ 186,028
    Travel and Other Revenue
    Third Party and Other $ 12,543 $ 10,488 $ 11,445 $ 16,752 $ 16,344
    Direct
    Total Travel and Other Revenue $ 12,543 $ 10,488 $ 11,445 $ 16,752 $ 16,344
    Total Revenue
    Third Party and Other Revenue $ 207,119 $ 158,545 $ 165,776 $ 191,489 $ 195,112
    Direct Revenue 53,062 133,058 209,575 148,065 182,070
    Total Revenue $ 260,181 $ 291,603 $ 375,351 $ 339,554 $ 377,182
    Year-over-year growth 66 % 81 % 109 % 42 % 45 %
    % of Consolidated Revenue 46 % 51 % 59 % 56 % 62 %
    Revenue TTM $ 839,909 $ 969,987 $ 1,165,700 $ 1,266,689 $ 1,383,690
    Cost of Revenue (4)
    Local Cost of Revenue
    Third Party $ 35,710 $ 13,176 $ 23,203 $ 25,915 $ 19,818
    Direct 234 5,231 636
    Total Local Cost of Revenue $ 35,944 $ 18,407 $ 23,203 $ 25,915 $ 20,454
    Goods Cost of Revenue
    Third Party $ 2,014 $ 1,275 $ 1,935 $ 475 $ 522
    Direct 45,925 110,329 196,789 138,278 158,529
    Total Goods Cost of Revenue $ 47,939 $ 111,604 $ 198,724 $ 138,753 $ 159,051
    Travel and Other Cost of Revenue
    Third Party and Other $ 2,431 $ 1,024 $ 1,864 $ 2,530 $ 3,091
    Direct
    Total Travel and Other Cost of Revenue $ 2,431 $ 1,024 $ 1,864 $ 2,530 $ 3,091
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 40,155 $ 15,475 $ 27,002 $ 28,920 $ 23,431
    Direct Cost of Revenue 46,159 115,560 196,789 138,278 159,165
    Total Cost of Revenue $ 86,314 $ 131,035 $ 223,791 $ 167,198 $ 182,596
    % of North America Total Revenue 33 % 45 % 60 % 49 % 48 %
    Gross Profit
    Local Gross Profit
    Third Party $ 148,479 $ 121,817 $ 119,251 $ 145,678 $ 154,299
    Direct 54 1,219 57
    Total Local Gross Profit $ 148,533 $ 123,036 $ 119,251 $ 145,678 $ 154,356
    % of North America Total Local Revenue 80.5 % 87.0 % 83.7 % 84.9 % 88.3 %
    % of North America Total Local Gross Billings 36.0 % 34.6 % 27.7 % 32.4 % 34.3 %
    Goods Gross Profit
    Third Party $ 8,373 $ 11,789 $ 9,942 $ 2,669 $ 4,129
    Direct 6,849 16,279 12,786 9,787 22,848
    Total Goods Gross Profit $ 15,222 $ 28,068 $ 22,728 $ 12,456 $ 26,977
    % of North America Total Goods Revenue 24.1 % 20.1 % 10.3 % 8.2 % 14.5 %
    % of North America Total Goods Gross Billings 16.4 % 18.5 % 9.4 % 7.5 % 13.7 %
    Travel and Other Gross Profit
    Third Party and Other $ 10,112 $ 9,464 $ 9,581 $ 14,222 $ 13,253
    Direct
    Total Travel and Other Gross Profit $ 10,112 $ 9,464 $ 9,581 $ 14,222 $ 13,253
    % of North America Total Travel and Other Revenue 80.6 % 90.2 % 83.7 % 84.9 % 81.1 %
    % of North America Total Travel and Other Gross Billings 23.7 % 21.3 % 20.0 % 21.6 % 20.4 %
    Total Gross Profit
    Third Party and Other $ 166,964 $ 143,070 $ 138,774 $ 162,569 $ 171,681
    Direct 6,903 17,498 12,786 9,787 22,905
    Total Gross Profit $ 173,867 $ 160,568 $ 151,560 $ 172,356 $ 194,586
    % of North America Total Revenue 66.8 % 55.1 % 40.4 % 50.8 % 51.6 %
    % of North America Total Gross Billings 31.7 % 29.1 % 21.1 % 25.3 % 27.3 %
    Operating Income Excl Stock-Based Compensation (SBC), Acquisition-Related (Benefit) Expense, net $ 43,429 $ 39,093 $ 17,032 $ 41,366 $ 48,508
    Year-over-year growth N/A 108 % (7 ) % 3 % 12 %
    % of Consolidated Operating Income Excl SBC, Acq-Related 60 % 77 % 124 % 81 % 82 %
    Operating Margin Excl SBC, Acq-Related (% of North America Total revenue) 16.7 % 13.4 % 4.5 % 12.2 % 12.9 %
    Year-over-year growth (bps) 2,337 170 (570 ) (460 ) (380 )
    Operating Income TTM Excl SBC, Acq-Related $ 120,676 $ 140,933 $ 139,726 $ 140,920 $ 145,999
    Operating Margin TTM Excl SBC, Acq-Related (% of North America Total TTM revenue) 14.4 % 14.5 % 12.0 % 11.1 % 10.6 %
    Year-over-year growth (bps) 2,601 2,100 1,120 200 (380 )
    Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
    EMEA Segment
    Gross Billings
    Local Gross Billings
    Third Party $ 270,954 $ 182,983 $ 239,944 $ 259,423 $ 241,108
    Direct
    Total Local Gross Billings $ 270,954 $ 182,983 $ 239,944 $ 259,423 $ 241,108
    Goods Gross Billings
    Third Party $ 113,254 $ 136,960 $ 195,582 $ 141,742 $ 165,413
    Direct 10,589 9,880 9,020 7,451 2,181
    Total Goods Gross Billings $ 123,843 $ 146,840 $ 204,602 $ 149,193 $ 167,594
    Travel and Other Gross Billings
    Third Party and Other $ 67,582 $ 66,264 $ 87,935 $ 83,702 $ 73,548
    Direct
    Total Travel and Other Gross Billings $ 67,582 $ 66,264 $ 87,935 $ 83,702 $ 73,548
    Total Gross Billings
    Third Party and Other $ 451,790 $ 386,207 $ 523,461 $ 484,867 $ 480,069
    Direct 10,589 9,880 9,020 7,451 2,181
    Total Gross Billings $ 462,379 $ 396,087 $ 532,481 $ 492,318 $ 482,250
    Year-over-year growth 27 % (21 ) % 2 % (8 ) % 4 %
    Year-over-year growth, excluding FX (5) 41 % (13 ) % 4 % (9 ) % 4 %
    % of Consolidated Gross Billings 36 % 33 % 35 % 35 % 34 %
    Gross Billings TTM $ 2,026,403 $ 1,920,215 $ 1,928,507 $ 1,883,265 $ 1,903,136
    Revenue
    Local Revenue
    Third Party $ 134,069 $ 109,552 $ 98,668 $ 110,715 $ 109,481
    Direct
    Total Local Revenue $ 134,069 $ 109,552 $ 98,668 $ 110,715 $ 109,481
    Goods Revenue
    Third Party $ 46,092 $ 49,649 $ 49,173 $ 45,875 $ 32,938
    Direct 10,589 9,880 9,020 7,451 2,181
    Total Goods Revenue $ 56,681 $ 59,529 $ 58,193 $ 53,326 $ 35,119
    Travel and Other Revenue
    Third Party and Other $ 20,805 $ 18,206 $ 19,417 $ 19,757 $ 15,362
    Direct
    Total Travel and Other Revenue $ 20,805 $ 18,206 $ 19,417 $ 19,757 $ 15,362
    Total Revenue
    Third Party and Other Revenue $ 200,966 $ 177,407 $ 167,258 $ 176,347 $ 157,781
    Direct Revenue 10,589 9,880 9,020 7,451 2,181
    Total Revenue $ 211,555 $ 187,287 $ 176,278 $ 183,798 $ 159,962
    Year-over-year growth 27 % (4 ) % (27 ) % (20 ) % (24 ) %
    Year-over-year growth, excluding FX(5) 41 % 6 % (25 ) % (20 ) % (25 ) %
    % of Consolidated Revenue 37 % 33 % 28 % 31 % 26 %
    Revenue TTM $ 876,202 $ 869,268 $ 805,476 $ 758,918 $ 707,325
    Cost of Revenue
    Local Cost of Revenue
    Third Party $ 11,668 $ 10,416 $ 10,622 $ 14,192 $ 10,898
    Direct
    Total Local Cost of Revenue $ 11,668 $ 10,416 $ 10,622 $ 14,192 $ 10,898
    Goods Cost of Revenue
    Third Party $ 4,012 $ 4,721 $ 5,294 $ 5,880 $ 4,705
    Direct 10,594 7,845 14,550 7,472 3,306
    Total Goods Cost of Revenue $ 14,606 $ 12,566 $ 19,844 $ 13,352 $ 8,011
    Travel and Other Cost of Revenue
    Third Party and Other $ 1,810 $ 1,731 $ 2,090 $ 2,533 $ 1,522
    Direct
    Total Travel and Other Cost of Revenue $ 1,810 $ 1,731 $ 2,090 $ 2,533 $ 1,522
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 17,490 $ 16,868 $ 18,006 $ 22,605 $ 17,125
    Direct Cost of Revenue 10,594 7,845 14,550 7,472 3,306
    Total Cost of Revenue $ 28,084 $ 24,713 $ 32,556 $ 30,077 $ 20,431
    % of EMEA Total Revenue 13 % 13 % 18 % 16 % 13 %
    Gross Profit
    Local Gross Profit
    Third Party $ 122,401 $ 99,136 $ 88,046 $ 96,523 $ 98,583
    Direct
    Total Local Gross Profit $ 122,401 $ 99,136 $ 88,046 $ 96,523 $ 98,583
    % of EMEA Total Local Revenue 91.3 % 90.5 % 89.2 % 87.2 % 90.0 %
    % of EMEA Total Local Gross Billings 45.2 % 54.2 % 36.7 % 37.2 % 40.9 %
    Goods Gross Profit
    Third Party $ 42,080 $ 44,928 $ 43,879 $ 39,995 $ 28,233
    Direct (5 ) 2,035 (5,530 ) (21 ) (1,125 )
    Total Goods Gross Profit $ 42,075 $ 46,963 $ 38,349 $ 39,974 $ 27,108
    % of EMEA Total Goods Revenue 74.2 % 78.9 % 65.9 % 75.0 % 77.2 %
    % of EMEA Total Goods Gross Billings 34.0 % 32.0 % 18.7 % 26.8 % 16.2 %
    Travel and Other Gross Profit
    Third Party and Other $ 18,995 $ 16,475 $ 17,327 $ 17,224 $ 13,840
    Direct
    Total Travel and Other Gross Profit $ 18,995 $ 16,475 $ 17,327 $ 17,224 $ 13,840
    % of EMEA Total Travel and Other Revenue 91.3 % 90.5 % 89.2 % 87.2 % 90.1 %
    % of EMEA Total Travel and Other Gross Billings 28.1 % 24.9 % 19.7 % 20.6 % 18.8 %
    Total Gross Profit
    Third Party and Other $ 183,476 $ 160,539 $ 149,252 $ 153,742 $ 140,656
    Direct (5 ) 2,035 (5,530 ) (21 ) (1,125 )
    Total Gross Profit $ 183,471 $ 162,574 $ 143,722 $ 153,721 $ 139,531
    % of EMEA Total Revenue 86.7 % 86.8 % 81.5 % 83.6 % 87.2 %
    % of EMEA Total Gross Billings 39.7 % 41.0 % 27.0 % 31.2 % 28.9 %
    Operating Income Excl SBC, Acq-Related $ 31,794 $ 29,107 $ 8,776 $ 34,176 $ 24,708
    Year-over-year growth 110 % 14 % (77 ) % (6 ) % (22 ) %
    % of Consolidated Operating Income Excl SBC, Acq-Related 44 % 58 % 64 % 67 % 42 %
    Operating Margin Excl SBC, Acq-Related (% of EMEA Total revenue) 15.0 % 15.5 % 5.0 % 18.6 % 15.4 %
    Year-over-year growth (bps) 592 237 (1,073 ) 282 40
    Operating Income TTM Excl SBC, Acq-Related $ 131,426 $ 134,945 $ 106,005 $ 103,853 $ 96,767
    Operating Margin TTM Excl SBC, Acq-Related (% of EMEA Total TTM revenue) 15.0 % 15.5 % 13.2 % 13.7 % 13.7 %
    Year-over-year growth (bps)(7) N/A N/A N/A (13 ) (132 )
    Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
    Rest of World Segment
    Gross Billings
    Local Gross Billings
    Third Party $ 152,359 $ 145,061 $ 128,954 $ 119,990 $ 114,630
    Direct
    Total Local Gross Billings $ 152,359 $ 145,061 $ 128,954 $ 119,990 $ 114,630
    Goods Gross Billings
    Third Party $ 73,645 $ 74,504 $ 89,475 $ 70,994 $ 66,774
    Direct 1,699 2,050 6,581 6,778 5,625
    Total Goods Gross Billings $ 75,344 $ 76,554 $ 96,056 $ 77,772 $ 72,399
    Travel and Other Gross Billings
    Third Party and Other $ 48,319 $ 48,185 $ 44,009 $ 36,370 $ 32,322
    Direct
    Total Travel and Other Gross Billings $ 48,319 $ 48,185 $ 44,009 $ 36,370 $ 32,322
    Total Gross Billings
    Third Party and Other $ 274,323 $ 267,750 $ 262,438 $ 227,354 $ 213,726
    Direct 1,699 2,050 6,581 6,778 5,625
    Total Gross Billings $ 276,022 $ 269,800 $ 269,019 $ 234,132 $ 219,351
    Year-over-year growth 41 % 6 % 17 % (11 ) % (21 ) %
    Year-over-year growth, excluding FX(5) 53 % 15 % 20 % (6 ) % (16 ) %
    % of Consolidated Gross Billings 21 % 22 % 18 % 17 % 16 %
    Gross Billings TTM $ 1,024,534 $ 1,040,377 $ 1,078,524 $ 1,048,973 $ 992,302
    Revenue
    Local Revenue
    Third Party $ 59,792 $ 54,632 $ 46,166 $ 45,085 $ 43,323
    Direct
    Total Local Revenue $ 59,792 $ 54,632 $ 46,166 $ 45,085 $ 43,323
    Goods Revenue
    Third Party $ 21,772 $ 21,661 $ 25,529 $ 18,062 $ 14,985
    Direct 1,699 2,050 6,580 6,778 5,625
    Total Goods Revenue $ 23,471 $ 23,711 $ 32,109 $ 24,840 $ 20,610
    Travel and Other Revenue
    Third Party and Other $ 13,336 $ 11,319 $ 8,398 $ 8,125 $ 7,670
    Direct
    Total Travel and Other Revenue $ 13,336 $ 11,319 $ 8,398 $ 8,125 $ 7,670
    Total Revenue
    Third Party and Other Revenue $ 94,900 $ 87,612 $ 80,093 $ 71,272 $ 65,978
    Direct Revenue 1,699 2,050 6,580 6,778 5,625
    Total Revenue $ 96,599 $ 89,662 $ 86,673 $ 78,050 $ 71,603
    Year-over-year growth 40 % 20 % 20 % (14 ) % (26 ) %
    Year-over-year growth, excluding FX 52 % 30 % 23 % (8 ) % (21 ) %
    % of Consolidated Revenue 17 % 16 % 14 % 13 % 12 %
    Revenue TTM $ 333,832 $ 349,079 $ 363,296 $ 350,984 $ 325,988
    Cost of Revenue
    Local Cost of Revenue
    Third Party $ 12,494 $ 13,313 $ 9,801 $ 5,923 $ 7,962
    Direct
    Total Local Cost of Revenue $ 12,494 $ 13,313 $ 9,801 $ 5,923 $ 7,962
    Goods Cost of Revenue
    Third Party $ 4,447 $ 5,981 $ 7,264 $ 11,501 $ 5,569
    Direct 1,399 4,208 7,228 6,627 6,075
    Total Goods Cost of Revenue $ 5,846 $ 10,189 $ 14,492 $ 18,128 $ 11,644
    Travel and Other Cost of Revenue
    Third Party and Other $ 2,446 $ 2,536 $ 1,832 $ 1,067 $ 1,420
    Direct
    Total Travel and Other Cost of Revenue $ 2,446 $ 2,536 $ 1,832 $ 1,067 $ 1,420
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 19,387 $ 21,830 $ 18,897 $ 18,491 $ 14,951
    Direct Cost of Revenue 1,399 4,208 7,228 6,627 6,075
    Total Cost of Revenue $ 20,786 $ 26,038 $ 26,125 $ 25,118 $ 21,026
    % of Rest of World Total Revenue 22 % 29 % 30 % 32 % 29 %
    Gross Profit
    Local Gross Profit
    Third Party $ 47,298 $ 41,319 $ 36,365 $ 39,162 $ 35,361
    Direct
    Total Local Gross Profit $ 47,298 $ 41,319 $ 36,365 $ 39,162 $ 35,361
    % of Rest of World Total Local Revenue 79.1 % 75.6 % 78.8 % 86.9 % 81.6 %
    % of Rest of World Total Local Gross Billings 31.0 % 28.5 % 28.2 % 32.6 % 30.8 %
    Goods Gross Profit
    Third Party $ 17,325 $ 15,680 $ 18,265 $ 6,561 $ 9,416
    Direct 300 (2,158 ) (648 ) 151 (450 )
    Total Goods Gross Profit $ 17,625 $ 13,522 $ 17,617 $ 6,712 $ 8,966
    % of Rest of World Total Goods Revenue 75.1 % 57.0 % 54.9 % 27.0 % 43.5 %
    % of Rest of World Total Goods Gross Billings 23.4 % 17.7 % 18.3 % 8.6 % 12.4 %
    Travel and Other Gross Profit
    Third Party and Other $ 10,890 $ 8,783 $ 6,566 $ 7,058 $ 6,250
    Direct
    Total Travel and Other Gross Profit $ 10,890 $ 8,783 $ 6,566 $ 7,058 $ 6,250
    % of Rest of World Total Travel and Other Revenue 81.7 % 77.6 % 78.2 % 86.9 % 81.5 %
    % of Rest of World Total Travel and Other Gross Billings 22.5 % 18.2 % 14.9 % 19.4 % 19.3 %
    Total Gross Profit
    Third Party and Other $ 75,513 $ 65,782 $ 61,196 $ 52,781 $ 51,027
    Direct 300 (2,158 ) (648 ) 151 (450 )
    Total Gross Profit $ 75,813 $ 63,624 $ 60,548 $ 52,932 $ 50,577
    % of Rest of World Total Revenue 78.5 % 71.0 % 69.9 % 67.8 % 70.6 %
    % of Rest of World Total Gross Billings 27.5 % 23.6 % 22.5 % 22.6 % 23.1 %
    Operating Loss Excl SBC, Acq-Related $ (3,289 ) $ (17,712 ) $ (12,105 ) $ (24,389 ) $ (14,173 )
    Year-over-year growth (95 ) % (62 ) % (68 ) % 174 % (331 ) %
    % of Consolidated Operating Income Excl SBC, Acq-Related (5 ) % (35 ) % (88 ) % (48 ) % (24 ) %
    Operating Margin Excl SBC, Acq-Related (% of Rest of World Total revenue) (3.4 ) % (19.8 ) % (14.0 ) % (31.2 ) % (19.8 ) %
    Year-over-year growth (bps) 9,391 4,222 3,848 (2,139 ) (1,640 )
    Operating Loss TTM Excl SBC, Acq-Related $ (96,318 ) $ (67,914 ) $ (42,016 ) $ (57,495 ) $ (68,379 )
    Operating Margin TTM Excl SBC, Acq-Related (% of Rest of World Total TTM revenue) (28.9 ) % (19.5 ) % (11.6 ) % (16.4 ) % (21.0 ) %
    Year-over-year growth (bps)(7) N/A N/A N/A 3,590 788
    Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
    Consolidated Results of Operations
    Gross Billings
    Local Gross Billings
    Third Party $ 835,661 $ 677,337 $ 799,153 $ 829,553 $ 805,508
    Direct 288 6,450 693
    Total Local Gross Billings $ 835,949 $ 683,787 $ 799,153 $ 829,553 $ 806,201
    Goods Gross Billings
    Third Party $ 227,072 $ 236,972 $ 316,327 $ 230,030 $ 247,688
    Direct 65,061 138,538 225,176 162,294 189,183
    Total Goods Gross Billings $ 292,133 $ 375,510 $ 541,503 $ 392,324 $ 436,871
    Travel and Other Gross Billings
    Third Party and Other $ 158,594 $ 158,959 $ 179,796 $ 185,892 $ 170,734
    Direct
    Total Travel and Other Gross Billings $ 158,594 $ 158,959 $ 179,796 $ 185,892 $ 170,734
    Total Gross Billings
    Third Party and Other $ 1,221,327 $ 1,073,268 $ 1,295,276 $ 1,245,475 $ 1,223,930
    Direct 65,349 144,988 225,176 162,294 189,876
    Total Gross Billings $ 1,286,676 $ 1,218,256 $ 1,520,452 $ 1,407,769 $ 1,413,806
    Year-over-year growth 38 % 5 % 24 % 4 % 10 %
    Year-over-year growth, excluding FX 47 % 11 % 25 % 5 % 11 %
    Gross Billings (TTM) $ 5,029,554 $ 5,090,600 $ 5,380,184 $ 5,433,153 $ 5,560,283
    Year-over-year growth 128 % 61 % 35 % 16 % 11 %
    Revenue
    Local Revenue
    Third Party $ 378,050 $ 299,177 $ 287,288 $ 327,393 $ 326,921
    Direct 288 6,450 693
    Total Local Revenue $ 378,338 $ 305,627 $ 287,288 $ 327,393 $ 327,614
    Goods Revenue
    Third Party $ 78,251 $ 84,374 $ 86,579 $ 67,081 $ 52,574
    Direct 65,062 138,538 225,175 162,294 189,183
    Total Goods Revenue $ 143,313 $ 222,912 $ 311,754 $ 229,375 $ 241,757
    Travel and Other Revenue
    Third Party and Other $ 46,684 $ 40,013 $ 39,260 $ 44,634 $ 39,376
    Direct
    Total Travel and Other Revenue $ 46,684 $ 40,013 $ 39,260 $ 44,634 $ 39,376
    Total Revenue
    Third Party and Other Revenue $ 502,985 $ 423,564 $ 413,127 $ 439,108 $ 418,871
    Direct Revenue 65,350 144,988 225,175 162,294 189,876
    Total Revenue $ 568,335 $ 568,552 $ 638,302 $ 601,402 $ 608,747
    Year-over-year growth 45 % 32 % 30 % 8 % 7 %
    Year-over-year growth, excluding FX 53 % 38 % 31 % 8 % 8 %
    Total Consolidated Revenue TTMYear-over-year growth, excluding FX (1) $ 2,049,943 $ 2,188,334 $ 2,334,472 $ 2,376,591 $ 2,417,003
    Year-over-year growth 118 % 70 % 45 % 27 % 18 %
    Cost of Revenue
    Local Cost of Revenue
    Third Party $ 59,872 $ 36,905 $ 43,626 $ 46,030 $ 38,678
    Direct 234 5,231 636
    Total Local Cost of Revenue $ 60,106 $ 42,136 $ 43,626 $ 46,030 $ 39,314
    Goods Cost of Revenue
    Third Party $ 10,473 $ 11,977 $ 14,493 $ 17,856 $ 10,796
    Direct 57,918 122,382 218,567 152,377 167,910
    Total Goods Cost of Revenue $ 68,391 $ 134,359 $ 233,060 $ 170,233 $ 178,706
    Travel and Other Cost of Revenue
    Third Party and Other $ 6,687 $ 5,291 $ 5,786 $ 6,130 $ 6,033
    Direct
    Total Travel and Other Cost of Revenue $ 6,687 $ 5,291 $ 5,786 $ 6,130 $ 6,033
    Total Cost of Revenue
    Third Party and Other Cost of Revenue $ 77,032 $ 54,173 $ 63,905 $ 70,016 $ 55,507
    Direct Cost of Revenue 58,152 127,613 218,567 152,377 168,546
    Total Cost of Revenue $ 135,184 $ 181,786 $ 282,472 $ 222,393 $ 224,053
    % of Total Consolidated Revenue 24 % 32 % 44 % 37 % 37 %
    Gross Profit
    Local Gross Profit
    Third Party $ 318,178 $ 262,272 $ 243,662 $ 281,363 $ 288,243
    Direct 54 1,219 57
    Total Local Gross Profit $ 318,232 $ 263,491 $ 243,662 $ 281,363 $ 288,300
    % of Total Consolidated Local Revenue 84.1 % 86.2 % 84.8 % 85.9 % 88.0 %
    % of Total Consolidated Local Gross Billings 38.1 % 38.5 % 30.5 % 33.9 % 35.8 %
    Goods Gross Profit
    Third Party $ 67,778 $ 72,397 $ 72,086 $ 49,225 $ 41,778
    Direct 7,144 16,156 6,608 9,917 21,273
    Total Goods Gross Profit $ 74,922 $ 88,553 $ 78,694 $ 59,142 $ 63,051
    % of Total Consolidated Goods Revenue 52.3 % 39.7 % 25.2 % 25.8 % 26.1 %
    % of Total Consolidated Goods Gross Billings 25.6 % 23.6 % 14.5 % 15.1 % 14.4 %
    Travel and Other Gross Profit
    Third Party and Other $ 39,997 $ 34,722 $ 33,474 $ 38,504 $ 33,343
    Direct
    Total Travel and Other Gross Profit $ 39,997 $ 34,722 $ 33,474 $ 38,504 $ 33,343
    % of Total Consolidated Travel and Other Revenue 85.7 % 86.8 % 85.3 % 86.3 % 84.7 %
    % of Total Consolidated Travel and Other Gross Billings 25.2 % 21.8 % 18.6 % 20.7 % 19.5 %
    Total Gross Profit
    Third Party and Other $ 425,953 $ 369,391 $ 349,222 $ 369,092 $ 363,364
    Direct 7,198 17,375 6,608 9,917 21,330
    Total Gross Profit $ 433,151 $ 386,766 $ 355,830 $ 379,009 $ 384,694
    % of Total Consolidated Revenue 76.2 % 68.0 % 55.7 % 63.0 % 63.2 %
    % of Total Consolidated Gross Billings 33.7 % 31.7 % 23.4 % 26.9 % 27.2 %
    Operating Income Excl SBC, Acq-Related $ 71,934 $ 50,488 $ 13,703 $ 51,153 $ 59,043
    Year-over-year growth N/A N/A (24 ) % (24 ) % (18 ) %
    Operating Margin Excl SBC, Acq-Related (% of Total Consolidated revenue) 12.7 % 8.9 % 2.1 % 8.5 % 9.7 %
    Year-over-year growth (bps) 2,853 930 (150 ) (360 ) (300 )
    Operating Income TTM Excl SBC, Acq-Related $ 155,784 $ 207,964 $ 203,715 $ 187,278 $ 174,387
    Operating Margin TTM Excl SBC, Acq-Related (% of Total Consolidated TTM revenue) 7.6 % 9.5 % 8.7 % 7.9 % 7.2 %
    Year-over-year growth (bps) 4,229 3,320 1,770 680 (40 )
    Operating Income (Loss) $ 46,485 $ 25,438 $ (12,861 ) $ 21,178 $ 27,412
    Year-over-year growth N/A N/A 14 % (47 ) % (41 ) %
    Operating Margin (% of Total Consolidated revenue) 8.2 % 4.5 % (2.0 ) % 3.5 % 4.5 %
    Year-over-year growth (bps) 3,391 457 100 (360 ) (370 )
    Operating Income TTM $ 70,913 $ 96,590 $ 98,701 $ 80,240 $ 61,167
    Operating Margin TTM (% of Total Consolidated TTM revenue) 3.5 % 4.4 % 4.2 % 3.4 % 2.5 %
    Year-over-year growth (bps) 6,824 4,740 1,870 750 (100 )
    Net Income (Loss) Attributable to Common Stockholders 28,386 (2,979 ) (81,089 ) (3,992 ) (7,574 )
    Weighted Average Basic Shares Outstanding 647,150 653,224 655,678 658,800 662,361
    Weighted Average Diluted Shares Outstanding (6) 663,123 653,224 655,678 658,800 662,361
    Net Earnings (Loss) per Share
    Basic $ 0.04 $ (0.00 ) $ (0.12 ) $ (0.01 ) $ (0.01 )
    Diluted $ 0.04 $ (0.00 ) $ (0.12 ) $ (0.01 ) $ (0.01 )
    Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
    The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss)” and a quarterly reconciliation of operating income, excluding stock-based compensation and acquisition-related benefit (expense), net, to the most comparable U.S. GAAP financial measure, “Operating income (loss).” (8)
    Adjusted EBITDA $ 84,744 $ 65,798 $ 29,668 $ 71,853 $ 80,511
    Depreciation and amortization (12,810 ) (15,310 ) (15,965 ) (20,700 ) (21,468 )
    Operating income, excluding stock-based compensation and acquisition-related benefit (expense), net 71,934 50,488 13,703 51,153 59,043
    Stock-based compensation (27,084 ) (22,619 ) (26,411 ) (29,907 ) (32,446 )
    Acquisition-related benefit (expense), net 1,635 (2,431 ) (153 ) (68 ) 815
    Operating income (loss) 46,485 25,438 (12,861 ) 21,178 27,412
    Non Operating Items
    Loss on equity method investments (3,428 ) (138 ) (1,231 ) (19 ) (14 )
    Other income (expense), net 57,367 617 (48,279 ) (5,064 ) (5,565 )
    Provision for income taxes (66,875 ) (26,857 ) (17,676 ) (19,337 ) (27,384 )
    Net income (loss) $ 33,549 $ (940 ) $ (80,047 ) $ (3,242 ) $ (5,551 )
    The following is a trailing twelve months reconciliation of Operating income, excluding stock-based compensation and acquisition-related benefit (expense), net, to the most comparable U.S. GAAP financial measure, “Operating Income.” (8)
    Operating income, excluding stock-based compensation and acquisition-related benefit (expense), net TTM $ 155,784 $ 207,964 $ 203,715 $ 187,278 $ 174,387
    Stock-based compensation (91,095 ) (110,374 ) (104,117 ) (106,021 ) (111,383 )
    Acquisition-related benefit (expense), net 6,224 (1,000 ) (897 ) (1,017 ) (1,837 )
    Operating income TTM $ 70,913 $ 96,590 $ 98,701 $ 80,240 $ 61,167
    The following is a quarterly reconciliation of foreign exchange rate neutral Gross Billings growth from the comparable quarterly periods of the prior year to reported Gross Billings growth from the comparable quarterly periods of the prior year.(9)
    EMEA Gross Billings growth, excluding FX 41 % (13 ) % 4 % (9 ) % 4 %
    FX Effect (14 ) % (8 ) % (2 ) % 1 % %
    EMEA Gross Billings growth 27 % (21 ) % 2 % (8 ) % 4 %
    Rest of World Gross Billings growth, excluding FX 53 % 15 % 20 % (6 ) % (16 ) %
    FX Effect (12 ) % (9 ) % (3 ) % (5 ) % (5 ) %
    Rest of World Gross Billings growth 41 % 6 % 17 % (11 ) % (21 ) %
    Consolidated Gross Billings growth, excluding FX 47 % 11 % 25 % 5 % 11 %
    FX Effect (9 ) % (6 ) % (1 ) % (1 ) % (1 ) %
    Consolidated Gross Billings growth 38 % 5 % 24 % 4 % 10 %
    The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.(9)
    EMEA Revenue growth, excluding FX 41 % 6 % (25 ) % (20 ) % (25 ) %
    FX Effect (14 ) % (10 ) % (2 ) % % 1 %
    EMEA Revenue growth 27 % (4 ) % (27 ) % (20 ) % (24 ) %
    Rest of World Revenue growth, excluding FX 52 % 30 % 23 % (8 ) % (21 ) %
    FX Effect (12 ) % (10 ) % (3 ) % (6 ) % (5 ) %
    Rest of World Revenue growth 40 % 20 % 20 % (14 ) % (26 ) %
    Consolidated Revenue growth, excluding FX 53 % 38 % 31 % 8 % 8 %
    FX Effect (8 ) % (6 ) % (1 ) % % (1 ) %
    Consolidated Revenue growth 45 % 32 % 30 % 8 % 7 %
    The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, “Net cash provided by operating activities.”
    Net cash provided by operating activities $ 75,315 $ 42,088 $ 65,717 $ 8,760 $ 43,302
    Purchases of property and equipment and capitalized software (26,709 ) (16,010 ) (40,034 ) (14,468 ) (14,042 )
    Free cash flow (10) $ 48,606 $ 26,078 $ 25,683 $ (5,708 ) $ 29,260
    Net cash provided by operating activities (TTM) $ 392,517 $ 370,194 $ 266,834 $ 191,880 $ 159,867
    Purchases of property and equipment and capitalized software (TTM) (62,401 ) (69,788 ) (95,836 ) (97,221 ) (84,554 )
    Free cash flow (TTM) $ 330,116 $ 300,406 $ 170,998 $ 94,659 $ 75,313
    Net cash used in investing activities $ (60,153 ) $ (35,629 ) $ (52,753 ) $ (30,679 ) $ (15,862 )
    Net cash provided by (used in) financing activities $ 24,158 $ 2,707 $ (6,495 ) $ (9,342 ) $ (7,941 )
    Net cash used in investing activities (TTM) $ (184,552 ) $ (177,133 ) $ (194,979 ) $ (179,214 ) $ (134,923 )
    Net cash provided by (used in) financing activities (TTM) $ 771,404 $ 765,503 $ 12,095 $ 11,028 $ (21,071 )
    Other Metrics
    Active Customers (11)
    North America 15.1 16.0 17.2 18.2 19.1
    EMEA 14.2 14.4 14.3 14.0 13.9
    Rest of World 8.7 9.1 9.5 9.5 9.6
    Total Active Customers 38.0 39.5 41.0 41.7 42.6
    TTM Gross Billings / Average Active Customer (12)
    North America $ 151 $ 148 $ 152 $ 151 $ 156
    EMEA $ 189 $ 160 $ 146 $ 137 $ 135
    Rest of World $ 152 $ 133 $ 126 $ 116 $ 108
    Consolidated $ 165 $ 149 $ 144 $ 138 $ 138
    Headcount
    Sales (13) 5,587 5,087 4,677 4,566 4,679
    % North America 20 % 24 % 25 % 28 % 26 %
    % EMEA 45 % 43 % 42 % 38 % 39 %
    % Rest of World 35 % 33 % 33 % 34 % 35 %
    Other 7,233 6,779 6,717 6,433 6,306
    Total Headcount 12,820 11,866 11,394 10,999 10,985
    (1) Represents the total dollar value of customer purchases of goods and services, excluding any applicable taxes and net of estimated refunds. Includes direct billings and third party and other billings.
    (2) Local represents deals from local merchants, deals with national merchants, and deals through local events (i.e., GrouponLive deals).
    (3) Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue.
    (4) Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. Direct cost of revenue includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Third party cost of revenue includes estimated refunds for which the merchant’s share is not recoverable. Other costs incurred to generate revenue are allocated to cost of third party and other revenue and direct revenue for each of our categories (Local, Goods, and Travel and Other) in proportion to relative gross billings during the period.
    (5) Represents the change in financial measures that would have resulted had average exchange rates in the reporting period been the same as those in effect in the prior year period.
    (6) The weighted-average diluted shares outstanding is calculated using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock units and restricted shares, as calculated using the treasury stock method.
    (7) International operating margin information broken out between EMEA and Rest of World is not readily available for quarterly periods during the year ended December 31, 2010. Therefore, the Company is presenting year-over-year basis point (bps) growth for operating margin TTM excluding stock-based compensation and acquisition-related expense (benefit), net beginning in the first quarter of 2013.
    (8) Adjusted EBITDA and Operating income excluding stock-based compensation and acquisition-related benefit (expense), net are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss)” for the periods presented, and the Company reconciles Operating income excluding stock-based compensation and acquisition-related benefit (expense), net to the most comparable U.S. GAAP financial measure, “Operating income (loss),” for the periods presented.
    (9) Foreign Exchange Rate neutral operating results are non-GAAP financial measures. The Company reconciles “foreign exchange rate neutral Gross Billings growth” and “foreign exchange rate neutral Revenue growth” to year-over-year growth rates for the most comparable U.S. GAAP financial measures, ‘‘Gross Billings” and “Revenue,” respectively for the periods presented.
    (10) Free cash flow is a non-GAAP financial measure. The Company reconciles this measure to the most comparable U.S. GAAP financial measure, ‘‘Net cash provided by operating activities,” for the periods presented.
    (11) Reflects the total number of unique user accounts who have purchased a Groupon during the trailing twelve months.
    (12) Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.
    (13) Includes inside and outside merchant sales representatives, as well as sales support.
    (14) The definition, methodology, and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

     

    Groupon

     

  • Groupon Reserve Launched For iPhone App

    Groupon announced on Tuesday that it is expanding its Groupon Reserve channel to the Groupon mobile app. For now, it’s only available on the iPhone app, but the company says it plans to add the feature to Android and iPad soon.

    According to a Groupon spokesperson, 45% of North American transactions were completed on mobile devices, compared to 30% in March 2012. In Q1, less than 45% of Groupon’s North American transactions came from email, with mobile and search accounting for a greater percentage. North American mobile customers spend on average well over 50% more than web-only customers, he says, adding that over 40 million people have downloaded the Groupon mobile app, including 7 million in Q1 alone.

    “We’ve also seen increased interest from merchants since the Web launch of Groupon Reserve,” the spokesperson says. “In fact, July 1 (date of the Web announcement) was one of the highest trafficked days in the history of our B2B website www.grouponworks.com.”

    Groupon Reserve is based on Savored.com’s reservations engine, which lets customers book tables at restaurants and get big discounts. Groupon acquired Savored last year. More on the Groupon Reserve launch here.

    With the new iPhone experience, users can make, view, share and modify restaurant reservations in the currently available markets, which include: Atlanta, Boston, Chicago, Denver, Los Angeles, Miami, New York City, Philadelphia, San Francisco and Washington D.C.

    “Since the launch of Reserve, we have seen a significant increase in bookings, and adding the capability to the Groupon mobile app will make it even easier for more customers to reserve a great dining experience at some of the best restaurants in their city,” said Ben McKean, GM of Groupon Reserve reservations. “Reserve on mobile gives our customers even more options for great things to do wherever they are.”

    Groupon says it intends to launch Reserve in more cities in the U.S. and other key international markets. In the future it will also be expanded to include offerings from beauty, product, travel and entertainment brands, as well as spas, salons and hotels.

  • Groupon Breadcrumb POS iPad App Gets Major Updates

    Groupon announced some updates to its Breadcrumb POS app for iPad on Wednesday, including new customization features.

    “Ultimately the Breadcrumb POS v.1.2 upgrade allows hair and nail salons, spas, studios, wine bars, cafes and retail establishments to now have their own point-of-sale experience designed for their unique merchant environments,” a spokesperson for Groupon tells WebProNews.

    Merchants can customize the system to their industry-specific needs, utilizing pre-loaded menus and inventory lists, processing offline transactions (in the case of intermittent WiFi), scanning/redeeming Groupon vouchers, tracking deal performance and adding custom modifiers.

    Pre-Loaded Menus

    Pre-loaded menus

    Offline Transactions

    Offline Transactions

    Modifiers

    Modifiers

    Groupon Redemptions

    Redemptions

    “Groupon has worked with several hundred thousand local businesses around the world and through these relationships they’ve told us they want a point-of-sale that is specific to their type of business,” said Mihir Shah, VP, Merchant OS at Groupon. “Breadcrumb POS is free, easy to use, designed for seven of the most popular types of local businesses and comes with one of the most competitive payment processing plans in the United States.”

    Groupon’s Breadcrumb line of products includes Breadcrumb POS, Breadcrumb Pro (catering exclusively to restaurants/bars), Breadcrumb Payments and the Groupon Merchants App for iPhone and Android.

  • Andrew Mason’s New Motivational Business Album Is Now Available

    As promised, now available for your streaming pleasure (on iTunes, Spotify, and a few other services) is Hardly Workin’, ex-Groupon CEO Andrew Mason’s album of what he calls “motivational business music.”

    It’s a seven-track album that runs just a little over 23 minutes, featuring songs like “My Door Is Always Open,” “Risin’ Above the Pack,” and “K.I.S.S.”

    “This album pulls some of the most important learnings from my years at the helm of one of the fastest growing businesses in history, and packages them as music. Executives, mid-level management, and front-line employees are all sure to find valuable takeaways. I’ve probably listened to the album over a dozen times now, and with each spin I feel like I learn something,” says Mason on his blog.

    The album begins with “Look No Further,” a Jack Johnson-inspired acoustic guitar riff front the lyrics “If you’re seeking business wisdom / You don’t need no MBA.”

    A sax outro takes us into “The Way to Work,” an alt-country tune that seemingly turns into a power ballad from 20+ years ago – aching guitar solo and all.

    Making your way through the album you’ll find an exploration of additional music styles like the 70’s nightclub funk of “Stretch” or the mid-90s teen drama urgency of “It’s Up to Us.” In the end, Hardly Workin‘ is musically competent, but I doubt you’re going to be rocking it on your next road trip.

    Mason has some advice for how management could deploy his new album:

    “Context is king. Sure, you can just leave copies of Hardly Workin’ on your employees’ desks and achieve an incremental increase in productivity and morale (productivity is a function of morale, people!), but I wrote this album as someone someone who believes that messages mean different things depending on the time and place they’re delivered. Try ending your next all-hands meeting with ‘It’s Up to Us,’ for example. Or, having trouble communicating with a low-per/hi-po employee? A ‘Thinkin’ of You’ note attached to a flash drive preloaded with ‘My Door is Always Open’ might be the catalyst you need for that transformational breakthrough.”

  • Groupon Is Going To Offer Gun Deals Again

    In the wake of the massacre at Sandy Hook Elementary in Newtown, Connecticut last winter, Groupon decided to put a stop, at least temporarily, to offering any deals related to guns. This, which took place in the middle of a very heated national debate on gun control, sparked a great deal of controversy, with gun rights advocates calling for a boycott on the company.

    Now, about half a year later, Groupon is letting some gun-related deals go forward again. This will no doubt reignite the controversy surrounding the subject.

    Do you think people should be able to purchase gun-related Groupons? Let us know in the comments.

    As you know, Adam Lanza fatally shot twenty children and six adults at Sandy Hook Elementary (as well as his mother, separately) in the infamous mass murder that took place in Newtown on December 14th. Though the gun control debate has raged for years, there had been no other time in recent memory in which those on both sides had been so vocal as in the aftermath of the tragedy.

    Groupon’s move to ban gun-related deals came in January, as arguments had steadily elevated since the massacre. Michael Cargill, a gun rights activist, concealed handgun instructor, and owner of Central Texas Gun Works, called for a nationwide boycott of Groupon, saying his contract with the company was “abruptly terminated,” after Groupon’s then-CEO Andrew Mason “decided the company would no longer associate with any business related to firearms.”

    As the controversy erupted, Groupon said it was reviewing its policies regarding gun-related offers. Groupon’s PR sent us the following statement at the time:

    “All scheduled and current gun-related deals featured on Groupon North America, including shooting ranges, conceal-and-carry and clay shooting, have been placed on hiatus while we review internal standards that shape the deal inventory we feature. The category is under review following recent consumer and merchant feedback.”

    It’s hard to say if it was really consumer and merchant feedback alone, or if the media had a role in Groupon’s decision, but either way, the statement contained no finality on the subject, and now, some gun deals are making their way back into Groupon’s offerings. The change of heart has gone largely unnoticed in the media, which is probably how Groupon would like to keep it, but Red Alert Politics followed up on the topic last week, and spoke with Groupon’s PR department:

    After an expired coupon for a Colorado Shooting Range was included in today’s Groupon email blast for Denver, Red Alert Politics followed up with the company and discovered the change in policy. Today’s coupon was a mistake, but Denver residents might soon see real gun-related deals in their Groupon emails.

    “We have decided to reopen certain firearm-related deals in specific markets where they’ve been frequently requested by both merchants and customers,” Nicholas Halliwell, a public relations officer for Groupon wrote in an email to Red Alert.

    According to the report, Halliwell said the reintroduction of gun-related deals (which includes firing ranges and skeet shooting) was a “pretty recent decision”.

    When we asked Halliwell for further comment, we got a similar statement:

    After a carefully considered review, we have decided to reopen certain firearm-related deals in specific markets where they’ve been frequently requested by both merchants and customers. These deals are limited to skeet shooting and firing ranges.

    Halliwell tells us that Groupon has already run “a small handful [of] skeet shooting and firing range deals in states such as North Carolina, Oklahoma and Texas.”

    The decision to run them, he says, was made on a case-by-case basis. Again, he notes, this was taking into account feedback from merchants and consumers.

    It’s unclear what exactly led to Groupon’s decision to start allowing gun-related deals again, and how much requesting needs to happen from merchants and customers to have these deals appear in specific areas.

    It’s worth noting that Groupon has undergone a major leadership change since the ban was initially implemented, as CEO Andrew Mason was let go. Mason, by the way, has a new motivational business song album.

    Do you think Groupon’s decision to allow gun-related deals again is a good one? For those who opposed the ban to begin with, is it too late? Share your thoughts in the comments.

    Update: A previous version of this article indicated that Halliwell was quoted by Red Alert as saying the move was “a pretty good decision.” Halliwell says he never editorialized and commented on what he felt about the decision, and that the word “good” was really “recent”.

  • Groupon Reserve Launched For Premium Deals

    Groupon announced the launch of a new service for “premium” deals called Groupon Reserve. According to the company, it’s a destination for “the finest things to eat, see, do and buy.”

    So all those other Groupons are like coach, and this is like first class, apparently.

    “Reserve is an important step in Groupon’s journey from a daily deals company to a leading marketplace for online deals, where consumers can come to Groupon and discover great businesses at unbeatable prices,” a spokesperson for Groupon tells WebProNews.

    Groupon Reserve is launching with Savored.com’s reservations engine, which lets customers book tables at restaurants at discounts of up to 40%. The service will expand to include more premium deals from various beauty, product, travel and entertainment brands.

    CEO Eric Lefkofsky writes, “Groupon Reserve is an important step in our journey to become the leading marketplace for online deals, where consumers can come to Groupon and discover great businesses at unbeatable prices. As Groupon has evolved, we’ve seen growing demand from our customers for upscale offers and exclusive experiences. Reserve gives the most prestigious brands a new way to reach our large and desirable audience.”

    Customers can get their checks discounted without pre-payments or vouchers. Local businesses, Groupon says, get a tool to drive traffic during slow periods.

    “Whether it’s because of a slow night or a last minute no-show, even the best restaurants have empty tables,” Lefkofsky said. “Reserve provides these businesses with a yield management solution to bring customers through their doors at the times they need them the most.”

    The product is launching in Atlanta, Boston, Chicago, Denver, Los Angeles, Miami, New York City, Philadelphia, San Francisco and Washington, D.C. More cities are coming this year, both in the U.S. and internationally. It’s starting off with over 600 restaurants.

    Groupon acquired Savored last year.

  • This Guy Put Out An Andrew Mason Album Before Andrew Mason

    As you may have heard, former Groupon CEO Andrew Mason is putting out a seven-track album of “motivational business music” called Hardly Workin’. It’s set to drop on July 2nd, and the album cover and track listing were just released.

    We now have word that somebody has already beat him to the punch in the new sub-genre of Andrew Mason motivational music. Chicago native and AV Club freelancer Sam Zelitch has released an album titleld Hardly Working, inspired by Mason’s musical endeavor.

    Why? I’m still not sure, but here’s what Zelitch had to say in an email to WebProNews:

    “As soon as the former CEO of Groupon announced his plan to to release an album, I started working on an album of my own, anticipating what it would sound like. For inspiration, I turned to the letter he wrote after being rejected from Groupon, as well as the work of Nick Cave, Bruce Springsteen, the Insane Clown Posse, and the Battletoads soundtrack. It tells the story of Mason’s ejection from Groupon and the life I imagine he’s led since then.”

    “As an artist and performer based in Chicago, where the name ‘Mason’ is a force to be reckoned with, I’m proud to say that I reckoned with it. I dropped his album before he did, and it took me less time and fewer resources. Ha ha ha!”

    You can check out Zelitch’s album via BandCamp:

    Zelitch recently received some coverage from Spin, for the fifty-nine songs he wrote about Patton Oswalt.

  • Ex-Groupon CEO Andrew Mason’s Motivational Business Album Drops July 2nd

    We’re happy to tell you that ex-Groupon CEO Andrew Mason has announced an official release date for this 7-track album of motivational business music. Hardly Workin’ officially drops on July 2nd, “just in time for American audiences to incorporate into Fourth of July festivities,” says Mason.

    It will be available to stream on Spotify and available for purchase on iTunes as well. The album was supposed to debut by the end of June, but I guess it got caught up just a little bit. Here’s the cover art:

    And here’s the track list:

    1. Look No Further
    2.  The Way to Work
    3.  My Door is Always Open
    4.  Risin’ Above the Pack
    5.  K.I.S.S.
    6.  Stretch
    7.  It’s Up to Us

    We’re guessing “K.I.S.S.” must have something to do with “Keep It Simple, Stupid.”

    “I spent a week in LA earlier this month recording Hardly Workin’, a seven song album of motivational business music targeted at people newly entering the workforce. These songs will help young people understand some of the ideas that I’ve found to be a key part of becoming a productive and effective employee. I’m really happy with the results and look forward to sharing them,” said Mason when he first announced the album.