Added 5.2 million net new customers and
achieved double digit Gross Profit growth in North America for
2016
- Fourth quarter revenue of $934.9
million, $3.1 billion for the full year
- Fourth quarter gross billings of
$1.7 billion, $6.1 billion for the full year
- Fourth quarter net loss of $50.2
million, $183.3 million for the full year
- Fourth quarter Adjusted EBITDA of
$80.6 million, $178.1 million for the full year
- Fourth quarter loss per share of
$0.09; non-GAAP earnings per share of $0.07
- Operating cash flow of $117.1
million for the full year; free cash flow of $48.2 million for the
full year
- Added 5.2 million net new customers
in North America, bringing North America active customers to 31.1
million; global active customers reached 52.7 million
- 2017 gross profit guidance of $1.30
billion to $1.35 billion, an increase of $40 to $90 million
compared to 2016 results for the countries in our go-forward
footprint on an FX-neutral basis
- 2017 Adjusted EBITDA guidance of
$200 million to $240 million, an increase of $16 to $56 million
compared to 2016 results for our go-forward footprint on an
FX-neutral basis
Groupon, Inc. (NASDAQ: GRPN) today announced financial results
for the quarter and fiscal year ended December 31, 2016.
"In 2016, our concentrated focus on key strategic initiatives
provided a strong foundation for Groupon going forward and resulted
in a streamlined global operation, a healthier Goods business,
improved customer service and strong customer acquisitions after a
successful online and offline marketing strategy," said CEO Rich
Williams. "We look forward to continuing to invest in the Groupon
brand and unlocking the true potential of our business as we make
Groupon the daily habit in local commerce."
Groupon’s fourth quarter and full year 2016 consolidated
financial results include the results of LivingSocial’s operations
for the partial period from the acquisition date of October 31,
2016 to December 31, 2016.
Fourth Quarter 2016 Summary
- Gross Billings were $1.70 billion in
the fourth quarter 2016, down slightly from $1.71 billion in the
fourth quarter 2015. Gross billings were impacted by dispositions
and country exits in connection with Groupon’s restructuring
efforts, partially offset by the addition of LivingSocial. On a
same-country, FX-neutral basis, gross billings grew 2%
year-over-year. North America gross billings increased 6%,
reflecting growth of new customers as well as the acquisition of
LivingSocial, while EMEA declined by 9% (5% FX-neutral) and Rest of
World declined by 15% (15% FX-neutral). Gross billings reflect the
total dollar value of customer purchases of goods and
services.
- Revenue was $934.9 million in the
fourth quarter 2016, compared with $917.2 million in the fourth
quarter 2015. Revenue increased 2% globally, or 4% on a
same-country, FX-neutral basis. North America revenue increased 5%,
EMEA declined 2% (increased 1% FX-neutral) and Rest of World
declined 12% (8% FX-neutral).
- Gross profit was $369.9 million in the
fourth quarter 2016, compared with $371.7 million in the fourth
quarter 2015. North America gross profit increased 14%, EMEA
declined 25% and Rest of World declined 10%.
- Net loss from continuing operations was
$50.2 million in the fourth quarter 2016, compared with $32.6
million in the fourth quarter 2015. Net loss attributable to common
stockholders was $52.6 million, or $0.09 per share. Net loss was
negatively impacted by non-operating losses of $40.8 million in the
fourth quarter 2016 from declines in the fair value of investments,
primarily attributable to Ticket Monster.
- Non-GAAP net income attributable to
common stockholders was $42.5 million, or $0.07 per share.
- Adjusted EBITDA, a non-GAAP performance
measure, was $80.6 million in the fourth quarter 2016, compared
with $67.0 million in the fourth quarter 2015, reflecting execution
of our streamlining initiatives.
- Global units sold declined 0.4%
year-over-year to 62.0 million, primarily driven by country exits
and our restructuring efforts in international segments. Units in
North America increased 3%, EMEA grew 6%, and Rest of World
declined 29%. Units are defined as purchases made through our
online marketplaces, before refunds and cancellations.
- Operating cash flow was $288.7 million
in the fourth quarter 2016. Free cash flow, a non-GAAP financial
measure, was $269.0 million in the fourth quarter 2016.
- Cash and cash equivalents as of
December 31, 2016 were $891.8 million, and we had no outstanding
borrowings under our $250.0 million revolving credit facility.
Full Year 2016 Summary
- Gross Billings were $6.1 billion in
2016, compared with $6.3 billion in 2015. On a same-country,
FX-neutral basis, gross billings grew 2% year-over-year. North
America gross billings increased 6%, reflecting the contribution of
new active customer cohorts, while EMEA declined by 11% (9%
FX-neutral) and Rest of World declined by 24% (19%
FX-neutral).
- Revenue was $3.14 billion in 2016,
compared with $3.12 billion in 2015. Revenue grew 1% globally, or
4% on a same-country, FX-neutral basis. North America revenue
increased 5%, EMEA declined 5% (3% FX-neutral) and Rest of World
declined 19% (11% FX-neutral).
- Gross profit was $1.36 billion in 2016,
compared with $1.39 billion in 2015. North America gross profit
increased 10%, EMEA declined 19% and Rest of World declined
21%.
- Net loss from continuing operations was
$183.3 million in 2016, compared with $89.2 million in 2015. Net
loss attributable to common stockholders was $194.6 million, or
$0.34 per share. Net loss was negatively impacted by non-operating
losses of $48.1 million in the full year from declines in the fair
value of investments, primarily attributable to Ticket
Monster.
- Non-GAAP net income attributable to
common stockholders was $23.0 million, or $0.04 per share.
- Adjusted EBITDA was $178.1 million in
2016, compared with $256.8 million in 2015 and ahead of our
guidance range of $150 million to $165 million, reflecting our
increased marketing investments in customer acquisition.
- Global units sold declined 3%
year-over-year to 214.3 million in 2016. Units in North America
increased 5%, EMEA declined 4%, and Rest of World declined
29%.
- Operating cash flow for 2016 was $117.1
million. Free cash flow, a non-GAAP financial measure, was $48.2
million in 2016, which reflects the adverse cash flow impact of
restructuring charges, country exits, and the funding of our
securities litigation settlement.
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.
Fourth Quarter and Full Year 2016 Highlights
- North America Local Billings grew
11% year-over-year in the fourth quarter 2016. North America
Local Billings growth accelerated throughout 2016 reaching 11%
year-over-year growth in the fourth quarter 2016. LivingSocial
contributed 4 percentage points to fourth quarter 2016
year-over-year growth.
- North America customer additions
accelerated to 2.0 million in the fourth quarter 2016. North
America active customers reached 31.1 million as of December 31,
2016, adding 5.2 million for 2016, which marks the highest
acquisition in four years. Fourth quarter net additions were 2.0
million, with 1.0 million unique customers added from LivingSocial.
Active customers represent unique user accounts that have made a
purchase through one of our online marketplaces during the trailing
twelve months.
- North America gross profit increased
$31.5 million year-over-year in the fourth quarter 2016. North
America gross profit growth accelerated to 14% year-over-year in
the fourth quarter 2016 driven by 16% growth in Local and 14%
growth in Shopping. For 2016, North America gross profit increased
$84.0 million to $885.5 million.
- SG&A declined $33.5 million
year-over-year in the fourth quarter 2016, on solid execution of
operational streamlining initiatives. SG&A in all markets
declined year-over-year in the fourth quarter 2016 as we continue
to drive operational efficiency through regional shared service
centers and automated processes, which we expect to not only
improve our customer service but also create greater operating
leverage over time. SG&A declined $126.6 million year-over-year
in 2016, or $89.1 million excluding the impact of a litigation
reserve recorded in 2015.
Share Repurchase
During the fourth quarter 2016, Groupon repurchased 12,397,795
shares of its common stock for an aggregate purchase price of $49.9
million. During the full year 2016, Groupon repurchased 43,227,743
shares of its common stock for an aggregate purchase price of
$162.4 million. Up to $195.0 million of common stock was available
for repurchase under Groupon’s share repurchase program as of
December 31, 2016. The timing and amount of any share repurchases
are determined based on market conditions, share price and other
factors, and the program may be discontinued or suspended at any
time.
Outlook
Groupon is providing its outlook for 2017, which reflects
current foreign exchange rates, as well as expected marketing
investments, the acquisition of LivingSocial, potential disruptions
related to country exits, and cost benefits associated with our
streamlining initiatives. As previously announced, Groupon expects
to exit 11 countries as part of its streamline and simplify
initiative, and the company expects to report these countries as
discontinued operations beginning in first quarter 2017. The basis
for our full year 2017 guidance is continuing operations.
- For the full year 2017, Groupon expects
gross profit to be in the range of $1.30 billion and $1.35 billion,
an increase of $40 to $90 million compared to full year 2016
results for the 15 countries in our go-forward footprint on an
FX-neutral basis.
- Groupon also expects Adjusted EBITDA to
be in the range of $200 million and $240 million, an increase of
$16 to $56 million compared to full year 2016 results for the 15
countries in our go-forward footprint on an FX-neutral basis.
Conference Call
A conference call will be webcast live today at 9:00 a.m. CST /
10:00 a.m. EST and will be available on Groupon’s investor
relations website at http://investor.groupon.com. This call will
contain forward-looking statements and other material information
regarding the Company’s financial and operating results.
Groupon encourages investors to use its investor relations
website as a way of easily finding information about the company.
Groupon promptly makes available on this website, free of charge,
the reports that the company files or furnishes with the SEC,
corporate governance information (including Groupon’s Global Code
of Conduct), and select press releases and social media postings.
Groupon uses its investor relations site (investor.groupon.com) and
its blog (https://www.groupon.com/blog) as a means of disclosing
material non-public information and for complying with its
disclosure obligations under Regulation FD.
Non-GAAP Financial Measures
In addition to financial results reported in accordance with
U.S. GAAP, we have provided the following non-GAAP financial
measures: Adjusted EBITDA, non-GAAP net income (loss) attributable
to common stockholders, non-GAAP earnings (loss) per share, free
cash flow and foreign currency exchange rate neutral operating
results. These non-GAAP financial measures, which are presented on
a continuing operations basis, are intended to aid investors in
better understanding our current financial performance and
prospects for the future as seen through the eyes of management. We
believe that these non-GAAP financial measures facilitate
comparisons with our historical results and with the results of
peer companies who present similar measures (although other
companies may define non-GAAP measures differently than we define
them, even when similar terms are used to identify such measures).
However, these non-GAAP financial measures are not intended to be a
substitute for those reported in accordance with U.S. GAAP. For
reconciliations of these measures to the most applicable financial
measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules"
and "Supplemental Financial 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 is comprised of the change in the fair value
of contingent consideration arrangements and external transaction
costs related to business combinations, primarily consisting of
legal and advisory fees. The composition of our contingent
consideration arrangements and the impact of those arrangements on
our operating results vary over time based on a number of factors,
including the terms of our business combinations and the timing of
those transactions. We exclude acquisition-related expense
(benefit), net because we believe that non-GAAP financial measures
excluding this item provide meaningful supplemental information
about our operating performance and facilitate comparisons to our
historical operating results.
Depreciation and amortization. We exclude depreciation and
amortization expenses because they are non-cash in nature and we
believe that non-GAAP financial measures excluding these items
provide meaningful supplemental information about our operating
performance and liquidity.
Interest and Other Non-Operating Items. Interest and other
non-operating items include: gains and losses related to minority
investments, foreign currency gains and losses, interest income and
interest expense, including non-cash interest expense from our
convertible senior notes. We exclude interest and other
non-operating items from certain of our non-GAAP financial measures
because we believe that excluding these items provides meaningful
supplemental information about our core operating performance and
facilitates comparisons to our historical operating results.
Special Charges and Credits. For the years ended December 31,
2016 and 2015, special charges and credits included gains from
business dispositions and charges related to our restructuring
plan. For the year ended December 31, 2015, special charges and
credits also included the write-off of a prepaid asset related to a
marketing program that was discontinued because the counterparty
ceased operations and the expense related to a significant increase
in the contingent liability for our securities litigation matter.
We exclude special charges and credits from Adjusted EBITDA because
we believe that excluding those items provides meaningful
supplemental information about our core operating performance and
facilitates comparisons with our historical results.
Income Tax Effect of Items Excluded from Non-GAAP Financial
Measures. We determine the income tax effect of items excluded from
our measures of non-GAAP net income (loss) attributable to common
stockholders and non-GAAP earnings (loss) per share by performing a
tax provision calculation using pre-tax income (loss) amounts that
have been adjusted to exclude those items in the respective
jurisdictions to which they relate. The difference between the
income tax expense (benefit) determined on that basis and our
reported income tax expense (benefit) represents the income tax
effect of the excluded items.
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 prior-year period. We
present foreign exchange rate neutral information to facilitate
comparisons to our historical operating results.
Adjusted EBITDA is a non-GAAP performance measure that we define
as net income (loss) from continuing operations excluding income
taxes, interest and other non-operating items, depreciation and
amortization, stock-based compensation, acquisition-related expense
(benefit), net, and other special charges and credits. Our
definition of Adjusted EBITDA may differ from similar measures used
by other companies, even when similar terms are used to identify
such measures. Adjusted EBITDA is a key measure used by our
management and Board of Directors to evaluate operating
performance, generate future operating plans, and make strategic
decisions regarding the allocation of capital. Accordingly, we
believe that Adjusted EBITDA provides useful information to
investors and others in understanding and evaluating our operating
performance in the same manner as our management and Board of
Directors.
Non-GAAP net income (loss) attributable to common stockholders
and non-GAAP earnings (loss) per share are non-GAAP performance
measures that adjust our net income (loss) attributable to common
stockholders and earnings (loss) per share to exclude the impact
of:
- stock-based compensation,
- amortization of acquired intangible
assets,
- acquisition-related expense (benefit),
net,
- restructuring charges,
- gains on business dispositions,
- non-cash interest expense on
convertible senior notes,
- special charges and credits,
- non-operating foreign currency gains
and losses related to intercompany balances and reclassifications
of cumulative translation adjustments to earnings as a result of
business dispositions or country exits,
- non-operating gains and losses from
minority investments that we have elected to record at fair value
with changes in fair value reported in earnings,
- income (loss) from discontinued
operations, and
- the income tax effect of those
items.
We believe that excluding the above items from our measures of
non-GAAP net income (loss) attributable to common stockholders and
non-GAAP earnings (loss) per share provides useful supplemental
information for evaluating our operating performance and
facilitates comparisons to our historical results by eliminating
items that are non-cash in nature, relate to discrete events, or
are otherwise not indicative of the core operating performance of
our ongoing business.
Free cash flow is a non-GAAP financial measure that comprises
net cash provided by (used in) operating activities from continuing
operations less purchases of property and equipment and capitalized
software from continuing operations. We use free cash flow to
conduct and evaluate our business because, although it is similar
to cash flow from 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.
Same country operating results are non-GAAP performance measures
that reflect the results of the countries in which we maintained
continuous business operations throughout the comparative periods
presented. We use same country operating results, including same
country operating results presented on a foreign exchange rate
neutral basis, to better understand the performance of our ongoing
business operations and to facilitate comparisons to our historical
operating results.
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and
expectations for the next quarter, the full year or the future are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that involve a number
of risks and uncertainties, and actual results could differ
materially from those discussed. The words "may," will," should,"
"could," "expect," anticipate," "believe," "estimate," intend,"
"continue" and other similar expressions are intended to identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause our actual results
to differ materially from those expressed or implied in our
forward-looking statements. Such risks and uncertainties include,
but are not limited to, volatility in our revenue and operating
results; risks related to our business strategy, including our
strategy to grow our local marketplaces, marketing strategy and
spend and the productivity of those marketing investments;
effectively dealing with challenges arising from our international
operations, including fluctuations in currency exchange rates and
any potential adverse impact from the United Kingdom’s likely exit
from the European Union; retaining existing customers and adding
new customers; retaining and adding high quality merchants; cyber
security breaches; incurring expenses as we expand our business;
competing successfully in our industry; maintaining favorable
payment terms with our business partners; providing a strong mobile
experience for our customers; delivery and routing of our emails;
product liability claims; managing inventory and order fulfillment
risks; integrating our technology platforms; litigation; managing
refund risks; retaining, attracting and integrating members of our
executive team; difficulties, delays or our inability to
successfully complete all or part of the announced restructuring
actions or to realize the operating efficiencies and other benefits
of such restructuring actions; higher than anticipated
restructuring charges or changes in the timing of such
restructuring charges; completing and realizing the anticipated
benefits from acquisitions, dispositions, joint ventures and
strategic investments; tax liabilities; tax legislation; compliance
with domestic and foreign laws and regulations, including the CARD
Act and regulation of the Internet and e-commerce; classification
of our independent contractors; maintaining our information
technology infrastructure; protecting our intellectual property;
maintaining a strong brand; seasonality; customer and merchant
fraud; payment-related risks; our ability to raise capital if
necessary and our outstanding indebtedness; global economic
uncertainty; the impact of our ongoing strategic review and any
potential strategic alternatives we may choose to pursue; our
senior convertible notes; and our ability to realize the
anticipated benefits from the hedge and warrant transactions. For
additional information regarding these and other risks and
uncertainties, we urge you to refer to the factors included under
the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the
company's Annual Report on Form 10-K for the year ended December
31, 2016, and our other filings with the Securities and Exchange
Commission, copies of which may be obtained by visiting the
company's Investor Relations web site at
http://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
February 15, 2017. Groupon undertakes no obligation to update
publicly any forward-looking statements for any reason after the
date of this release to conform these statements to actual results
or to changes in its expectations.
About Groupon
Groupon (NASDAQ: GRPN) is building the daily habit in local
commerce, offering a vast mobile and online marketplace where
people discover and save on amazing things to do, eat, see and buy.
By enabling real-time commerce across local businesses, travel
destinations, consumer products and live events, shoppers can find
the best a city has to offer.
Groupon is redefining how small businesses attract and retain
customers by providing them with customizable and scalable
marketing tools and services to profitably grow their
businesses.
To download Groupon's top-rated mobile apps, visit
www.groupon.com/mobile. To search for great deals or subscribe to
Groupon emails, visit www.groupon.com. To learn more about the
company’s merchant solutions and how to work with Groupon, visit
www.groupon.com/merchant.
Groupon, Inc. Summary Consolidated and
Segment Results (in thousands, except share and per share
amounts) (unaudited) The financial results of
Ticket Monster are presented as discontinued operations in the
accompanying condensed consolidated financial statements and tables
for the three months and year ended December 31, 2015. All prior
period financial information and operational metrics have been
retrospectively adjusted to reflect this presentation.
Three Months Ended
December 31,
Y/Y % Growth excluding
FX(2)
Year Ended
December 31,
Y/Y % Growth excluding
FX (2)
2016 2015
Y/Y % Growth
FX Effect (2) 2016 2015
Y/Y % Growth
FX Effect (2) Gross Billings(1): North America $
1,112,131 $ 1,050,361 5.9 % $ 25 5.9 % $ 3,936,421 $ 3,709,797 6.1
% $ (1,060 ) 6.1 % EMEA 443,910 487,147 (8.9) (17,556 ) (5.3 )
1,588,438 1,794,354 (11.5 ) (38,151 ) (9.3 ) Rest of World
143,416 169,484 (15.4) (1,083 ) (14.7 )
571,645 751,389 (23.9 ) (36,711
) (19.0 ) Consolidated gross billings $ 1,699,457 $
1,706,992 (0.4) % $ (18,614 ) 0.6 % $ 6,096,504 $
6,255,540 (2.5 )% $ (75,922 ) (1.3 )% Revenue: North
America $ 650,753 $ 622,647 4.5 % $ 10 4.5 % $ 2,151,769 $
2,047,742 5.1 % $ (250 ) 5.1 % EMEA 243,348 248,326 (2.0) (6,742 )
0.7 827,196 867,880 (4.7 ) (14,368 ) (3.0 ) Rest of World
40,784 46,197 (11.7) (1,814 ) (7.8 )
164,389 203,894 (19.4 ) (16,389
) (11.3 ) Consolidated revenue $ 934,885 $ 917,170
1.9 % $ (8,546 ) 2.9 % $ 3,143,354 $ 3,119,516 0.8 %
$ (31,007 ) 1.8 % - Income (loss) from operations $ 7,424 $ (5,423
) (236.9) % $ (145 ) (239.6 )% $ (109,763 ) $ (79,777 ) (37.6 )% $
(1,150 ) (36.1 )% Income (loss) from continuing operations
(50,204 ) (32,552 ) (183,323 ) (89,171 ) Income (loss) from
discontinued operations, net of tax (3) — (10,613 ) — 122,850
Net income (loss) attributable to Groupon, Inc. $ (52,588 )
$ (46,528 ) $ (194,587 ) $ 20,668
Basic and diluted net
income (loss) per share (4)
:. Continuing operations $
(0.09 ) $ (0.06 ) $ (0.34 ) $ (0.16 ) Discontinued operations
— (0.02 ) — 0.19
Basic and diluted net income (loss) per share $ (0.09 ) $
(0.08 ) $ (0.34 ) $ 0.03
Weighted average number
of shares outstanding (4) Basic 570,546,159 607,517,010
576,354,258 650,106,225 Diluted 570,546,159 607,517,010 576,354,258
650,106,225 (1) Represents the total dollar value of
customer purchases of goods and services. (2) Represents the change
in financial measures that would have resulted had average exchange
rates in the reporting periods been the same as those in effect
during the three months and year ended December 31, 2015. (3) The
$10.6 million loss presented within income (loss) from discontinued
operations, net of tax, for the three months ended December 31,
2015 represents additional income tax expense attributed to
discontinued operations, which resulted from the valuation
allowance that was recognized during the period against the
Company's net deferred tax assets in the United States. (4) The
structure of the Company's common stock changed during the year
ended December 31, 2016. For additional information, refer to Note
11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2016.
Groupon,
Inc. Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)
Three Months Ended December 31,
Year Ended December 31, 2016
2015 (1)
2016
2015 (1)
Operating activities Net income (loss) $ (50,204 ) $ (43,165
) $ (183,323 ) $ 33,679 Less: Income (loss) from discontinued
operations, net of tax — (10,613 ) —
122,850 Income (loss) from continuing
operations (50,204 ) (32,552 ) (183,323 ) (89,171 ) Adjustments to
reconcile net income (loss) to net cash provided by operating
activities: Depreciation and amortization of property, equipment
and software 30,023 28,807 118,720 113,048 Amortization of acquired
intangible assets 5,305 4,956 18,948 19,922 Stock-based
compensation 23,402 32,865 118,152 142,069 Restructuring-related
long-lived asset impairments 376 6,922 421 7,267 Gains on business
dispositions (312 ) — (11,711 ) (13,710 ) Deferred income taxes
(4,185 ) 6,267 (10,621 ) (8,985 ) (Gain) loss from changes in fair
value of contingent consideration (38 ) 508 4,092 240 (Gain) loss
from changes in fair value of investments 40,840 829 48,141 2,943
Amortization of debt discount on convertible senior notes 2,522 —
7,376 — Change in assets and liabilities, net of acquisitions:
Restricted cash (995 ) 75 (1,327 ) 4,630 Accounts receivable
(10,970 ) 6,960 (14,563 ) 13,313 Prepaid expenses and other current
assets 30,070 61,358 40,808 21,545 Accounts payable 7,540 9,545
3,214 8,601 Accrued merchant and supplier payables 190,261 142,069
18,445 40,217 Accrued expenses and other current liabilities 13,407
(1,174 ) (34,512 ) 56,040 Other, net 11,620
(16,980 ) (5,155 ) (18,222 ) Net cash provided by
(used in) operating activities from continuing operations 288,662
250,455 117,105 299,747 Net cash provided by (used in) operating
activities from discontinued operations — (670
) — (37,248 )
Net cash provided by (used
in) operating activities 288,662 249,785
117,105 262,499 Net cash
provided by (used in) investing activities from continuing
operations (5,767 ) (31,238 ) (57,486 ) (177,250 ) Net cash
provided by (used in) investing activities from discontinued
operations — — —
244,470
Net cash provided by (used in) investing
activities (5,767 ) (31,238 ) (57,486 )
67,220
Net cash
provided by (used in) financing activities (67,533 )
(323,597 ) (14,665 ) (515,785 )
Effect of exchange rate changes on cash and cash equivalents,
including cash classified within current assets held for sale
(13,263 ) (5,147 ) (6,470 ) (32,485 )
Net increase (decrease) in cash and cash equivalents, including
cash classified within current assets held for sale 202,099
(110,197 ) 38,484 (218,551 ) Less: Net increase (decrease) in cash
classified within current assets held for sale —
— — (55,279 )
Net increase
(decrease) in cash and cash equivalents 202,099 (110,197 )
38,484 (163,272 ) Cash and cash equivalents, beginning of period
689,747 963,559 853,362
1,016,634 Cash and cash equivalents, end of period $
891,846 $ 853,362 $ 891,846 $ 853,362
(1)
The Company adopted the guidance in Accounting Standards Update
("ASU") 2016-09, Compensation - Stock Compensation (Topic 718) -
Improvements to Employee Share-Based Payment Accounting, on January
1, 2016. ASU 2016-09 requires that all income tax-related cash
flows resulting from share-based payments be reported as operating
activities in the statement of cash flows. Previously, income tax
benefits at settlement of an award were reported as a reduction to
operating cash flows and an increase to financing cash flows to the
extent that those benefits exceeded the income tax benefits
reported in earnings during the award's vesting period. The Company
has elected to apply that change in cash flow classification on a
retrospective basis, which has resulted in an increase to net cash
provided by (used in) operating activities and net cash used in
financing activities of $1.4 million for the three months ended
December 31, 2015, and increases to net cash provided by (used in)
operating activities and net cash used in financing activities of
$7.6 million for the year ended December 31, 2015.
Groupon,
Inc. Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited) Three Months
Ended December 31, Year Ended December 31, 2016
2015 2016 2015 Revenue: Third party and other
$ 341,013 $ 345,260 $ 1,303,546 $ 1,372,533 Direct 593,872
571,910 1,839,808
1,746,983 Total revenue 934,885 917,170
3,143,354 3,119,516 Cost of
revenue: Third party and other 40,728 43,640 171,728 188,932 Direct
524,287 501,790 1,614,723
1,545,519 Total cost of revenue 565,015
545,430 1,786,451 1,734,451
Gross profit 369,870 371,740
1,356,903 1,385,065 Operating expenses:
Marketing 93,335 83,208 362,951 254,335 Selling, general and
administrative 254,458 287,976 1,066,168 1,192,792 Restructuring
charges 13,620 5,422 43,608 29,568 Gains on business dispositions
(312 ) — (11,711 ) (13,710 ) Acquisition-related expense (benefit),
net 1,345 557 5,650
1,857
Total operating expenses
362,446 377,163 1,466,666
1,464,842
Income (loss) from operations 7,424
(5,423 ) (109,763 ) (79,777 )
Other income (expense), net
(61,804 ) (3,393 ) (76,107 ) (28,539 )
Income (loss) from continuing operations before provision
(benefit) for income taxes (54,380 ) (8,816 ) (185,870 )
(108,316 ) Provision (benefit) for income taxes (4,176 )
23,736 (2,547 ) (19,145 )
Income
(loss) from continuing operations (50,204 ) (32,552 ) (183,323
) (89,171 )
Income (loss) from discontinued operations, net of
tax — (10,613 ) —
122,850
Net income (loss) (50,204 ) (43,165 )
(183,323 ) 33,679 Net income (loss) attributable to noncontrolling
interests (2,384 ) (3,363 ) (11,264 )
(13,011 )
Net income (loss) attributable to Groupon, Inc. $
(52,588 ) $ (46,528 ) $ (194,587 ) $ 20,668
Basic
and diluted net income (loss) per share (1):
Continuing operations $ (0.09 ) $ (0.06 ) $ (0.34 ) $ (0.16 )
Discontinued operations — (0.02 ) —
0.19
Basic and diluted net income (loss)
per share $ (0.09 ) $ (0.08 ) $ (0.34 ) $ 0.03
Weighted average number of shares outstanding (1)
Basic 570,546,159 607,517,010 576,354,258 650,106,225 Diluted
570,546,159 607,517,010 576,354,258 650,106,225 (1) The
structure of the Company's common stock changed during the year
ended December 31, 2016. For additional information, refer to Note
11, Stockholders' Equity, and Note 17, Income (Loss) per Share, in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2016.
Groupon, Inc. Condensed
Consolidated Balance Sheets (in thousands, except share and
per share amounts) December 31, December
31, 2016 2015 (unaudited) Assets
Current assets: Cash and cash equivalents $ 891,846 $ 853,362
Accounts receivable, net 86,655 68,175 Prepaid expenses and other
current assets 113,435 153,705 Total current assets 1,091,936
1,075,242 Property, equipment and software, net 171,006 198,897
Goodwill 283,962 287,332 Intangible assets, net 42,915 36,483
Investments (including $110,066 and $163,675 at December 31, 2016
and December 31, 2015, respectively, at fair value) 141,882 178,236
Deferred income taxes 5,231 3,454 Other non-current assets 24,445
16,620
Total Assets $ 1,761,377 $ 1,796,264
Liabilities
and Equity Current liabilities: Accounts payable $ 29,273 $
24,590 Accrued merchant and supplier payables 800,697 776,211
Accrued expenses and other current liabilities 383,081 402,724
Total current liabilities 1,213,051 1,203,525 Convertible senior
notes, net 178,995 — Deferred income taxes 4,215 8,612 Other
non-current liabilities 100,054 113,540
Total Liabilities
1,496,315 1,325,677 Commitments and contingencies
Stockholders'
Equity Class A common stock, par value $0.0001 per share, no
shares authorized, issued or outstanding at December 31, 2016 and
2,000,000,000 shares authorized, 717,387,446 shares issued and
588,919,281 shares outstanding at December 31, 2015 — 72 Class B
common stock, par value $0.0001 per share, no shares authorized,
issued or outstanding at December 31, 2016 and 10,000,000 shares
authorized, 2,399,976 shares issued and outstanding at December 31,
2015 — — Common stock, par value $0.0001 per share, 2,010,000,000
shares authorized, 736,531,771 shares issued and 564,835,863 shares
outstanding at December 31, 2016 and no shares issued or
outstanding at December 31, 2015 74 — Additional paid-in capital
2,112,728 1,964,453 Treasury stock, at cost, 171,695,908 shares at
December 31, 2016 and 128,468,165 shares at December 31, 2015
(807,424) (645,041) Accumulated deficit (1,099,010) (901,292)
Accumulated other comprehensive income (loss) 58,052 51,206
Total Groupon, Inc. Stockholders' Equity 264,420 469,398
Noncontrolling interests 642 1,189
Total Equity 265,062
470,587
Total Liabilities and Equity $ 1,761,377 $ 1,796,264
Groupon, Inc.
Segment Information (in thousands) (unaudited)
Three Months Ended December 31, Year Ended
December 31, 2016 2015 2016 2015
North America Gross billings (1) $ 1,112,131 $ 1,050,361 $
3,936,421 $ 3,709,797 Revenue $ 650,753 $ 622,647 $ 2,151,769 $
2,047,742 Segment cost of revenue and operating expenses (2)(3)(4)
616,103 625,171 2,126,834
2,029,643 Segment operating income (loss) (2)(3)(4) $
34,650 $ (2,524 ) $ 24,935 $ 18,099 Segment operating income (loss)
as a percent of segment gross billings 3.1 % (0.2 )% 0.6 % 0.5 %
Segment operating income (loss) as a percent of segment revenue 5.3
% (0.4 )% 1.2 % 0.9 %
EMEA Gross billings (1) $
443,910 $ 487,147 $ 1,588,438 $ 1,794,354 Revenue $ 243,348 $
248,326 $ 827,196 $ 867,880 Segment cost of revenue and operating
expenses (2)(4)(5) 242,883 211,443
813,177 797,786 Segment operating
income (loss) (2)(4)(5) $ 465 $ 36,883 $ 14,019 $ 70,094 Segment
operating income (loss) as a percent of segment gross billings 0.1
% 7.6 % 0.9 % 3.9 % Segment operating income (loss) as a percent of
segment revenue 0.2 % 14.9 % 1.7 % 8.1 %
Rest of
World Gross billings (1) $ 143,416 $ 169,484 $ 571,645 $
751,389 Revenue $ 40,784 $ 46,197 $ 164,389 $ 203,894 Segment cost
of revenue and operating expenses (2)(4) 43,888
52,731 190,135 228,273
Segment operating income (loss) (2)(4) $ (3,104 ) $ (6,534 ) $
(25,746 ) $ (24,379 ) Segment operating income (loss) as a percent
of segment gross billings (2.2 )% (3.9 )% (4.5 )% (3.2 )% Segment
operating income (loss) as a percent of segment revenue (7.6 )%
(14.1 )% (15.7 )% (12.0 )% (1) Represents the total dollar
value of customer purchases of goods and services. (2) Segment cost
of revenue and operating expenses and segment operating income
(loss) exclude stock-based compensation and acquisition-related
expense (benefit), net. (3) Segment cost of revenue and operating
expenses for North America for the year ended December 31, 2015
includes a $37.5 million expense related to an increase in the
Company's contingent liability for its securities litigation
matter. (4) Segment cost of revenue and operating expenses for the
three months ended December 31, 2016 includes restructuring charges
of $2.7 million in North America, $9.2 million in EMEA and $1.7
million in Rest of World. Segment cost of revenue and operating
expenses for the year ended December 31, 2016 includes
restructuring charges of $9.5 million in North America (which
excludes $2.6 million of stock-based compensation), $23.1 million
in EMEA (which excludes $2.0 million of stock-based compensation)
and $6.3 million in Rest of World (which excludes $0.1 million of
stock-based compensation). Segment cost of revenue and operating
expenses for the three months ended December 31, 2015 includes
restructuring charges (credits) of $9.1 million in North America,
$(3.6) million in EMEA and $(0.1) million in Rest of World. Segment
cost of revenue and operating expenses for the year ended December
31, 2015 includes restructuring charges of $10.5 million in North
America, $16.1 million in EMEA and $3.0 million in Rest of World.
(5) Segment cost of revenue and operating expenses for EMEA for the
year ended December 31, 2015 includes a $6.7 million expense for
the write-off of a prepaid asset related to a marketing program
that was discontinued because the counterparty ceased operations.
Groupon, Inc. Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited) Adjusted EBITDA, non-GAAP earnings
attributable to common stockholders and non-GAAP earnings per share
are non-GAAP performance measures. The Company reconciles Adjusted
EBITDA to the most comparable U.S. GAAP performance measure, "Net
income (loss) from continuing operations" for the periods presented
and the Company reconciles non-GAAP earnings per share to the most
comparable U.S. GAAP performance measure, "Diluted net income
(loss) per share," for the periods presented. The following
is a quarterly reconciliation of Adjusted EBITDA to the most
comparable U.S. GAAP performance measure, "Income (loss) from
continuing operations."
Q4 2014 Q1 2015 Q2
2015 Q3 2015 Q4 2015 Q1 2016 Q2
2016 Q3 2016 Q4 2016 Income (loss) from
continuing operations $ 26,566 $ (16,739 ) $ (15,267 ) $
(24,613 ) $ (32,552 ) $ (45,596 ) $ (51,731 ) $ (35,792 ) $ (50,204
) Adjustments: Stock-based compensation (1) 29,961 35,144 38,467
35,432 32,691 27,976 35,244 26,176 23,242 Depreciation and
amortization 30,122 32,200 31,372 35,635 33,763 34,797 34,290
33,253 35,328 Acquisition-related expense (benefit), net (809 )
(269 ) 505 1,064 557 3,464 850 (9 ) 1,345 Restructuring charges — —
— 24,146 5,422 12,444 16,085 1,459 13,620 Gains on business
dispositions — — — (13,710 ) — — (9,339 ) (2,060 ) (312 ) Prepaid
marketing write-off — — — 6,690 — — — — — Securities litigation
expense — — — 37,500 — — — — — Non-operating expense (income), net
11,531 19,927 (2,941 ) 8,160 3,393 (3,486 ) 10,761 7,028 61,804
Provision (benefit) for income taxes (4,457 ) 2,107
8,982 (53,970 ) 23,736 1,749
(2,199 ) 2,079 (4,176 ) Total
adjustments 66,348 89,109 76,385 80,947
99,562 76,944 85,692
67,926 130,851
Adjusted EBITDA $ 92,914
$ 72,370 $ 61,118 $ 56,334 $ 67,010 $ 31,348 $ 33,961
$ 32,134 $ 80,647 (1) Represents stock-based
compensation recorded within cost of revenue, marketing expense,
and selling, general and administrative expense. Non-operating
expense (income), net, includes $0.02 million, $0.1 million, $0.2
million, $0.2 million, $0.2 million, $0.3 million and $0.1 million
of additional stock-based compensation for the three months ended
June 30, 2015, September 30, 2015, December 31, 2015, March 31,
2016, June 30, 2016, September 30, 2016 and December 31, 2016,
respectively. Restructuring charges includes $2.6 million and $2.1
million of additional stock-based compensation for the three months
ended March 31, 2016 and June 30, 2016, respectively. The
following is a reconciliation of Adjusted EBITDA to the most
comparable U.S. GAAP financial measure, "Income (loss) from
continuing operations" for the years ended December 31, 2016 and
2015:
Year Ended December 31, 2016 2015
Income (loss) from continuing operations $ (183,323 ) $
(89,171 ) Adjustments: Stock-based compensation (1) 112,638 141,734
Depreciation and amortization 137,668 132,970 Acquisition-related
expense (benefit), net 5,650 1,857 Restructuring charges 43,608
29,568 Gains on business dispositions (11,711 ) (13,710 ) Prepaid
marketing write-off — 6,690 Securities litigation expense — 37,500
Non-operating expense (income), net 76,107 28,539 Provision
(benefit) for income taxes (2,547 ) (19,145 ) Total
adjustments 361,413 346,003
Adjusted
EBITDA $ 178,090 $ 256,832 (1)
Includes stock-based compensation recorded
within cost of revenue, marketing expense, and selling, general and
administrative expense. Restructuring charges and non-operating
expense (income), net, includes $4.7 million and $0.8 million of
additional stock-based compensation for the year ended December 31,
2016. Non-operating expense (income), net, includes $0.3 million of
additional stock-based compensation for the year ended December 31,
2015.
The following is a reconciliation of net income (loss)
attributable to common stockholders to non-GAAP net income (loss)
attributable to common stockholders and a reconciliation of diluted
net income (loss) per share to non-GAAP net income (loss) per share
for the three months and year ended December 31, 2016:
Three Months Ended
December 31, 2016
Year Ended
December 31, 2016
Net income (loss) attributable to common stockholders $
(52,588 ) $ (194,587 ) Stock-based compensation (1) 23,402 113,469
Amortization of acquired intangible assets 5,305 18,948
Acquisition-related expense (benefit), net 1,345 5,650
Restructuring charges 13,620 43,608 Gains on business dispositions
(312 ) (11,711 ) Intercompany foreign currency losses (gains) and
reclassifications of translation adjustments to earnings (2) 16,292
7,915 Losses (gains), net from changes in fair value of investments
40,840 48,141 Non-cash interest expense on convertible senior notes
2,522 7,376 Income tax effect of above adjustments (7,952 )
(15,801 )
Non-GAAP net income (loss) attributable to
common stockholders $ 42,474 $ 23,008
Weighted-average shares of common stock - basic 570,546,159
576,354,258 Effect of dilutive securities 54,543,720
36,458,342 Weighted-average shares of common stock -
diluted 625,089,879 612,812,600
Diluted net income (loss) per share $ (0.09 ) $ (0.34 )
Impact of stock-based compensation, amortization of acquired
intangible assets, acquisition-related expense (benefit), net,
intercompany foreign currency losses (gains), special charges and
credits, income (loss) from discontinued operations and related tax
effects 0.16 0.38
Non-GAAP net
income (loss) per share $ 0.07 $ 0.04 (1)
Excludes $4.7 million of stock-based compensation classified within
restructuring charges for the year ended December 31, 2016,
respectively. (2) Foreign currency gains (losses), net for the
three months and year ended December 31, 2016 includes $6.0 million
and $5.7 million, respectively, of net cumulative translation
losses that were reclassified to earnings as a result of the
Company's exit from certain countries as part of its restructuring
plan. The following is a reconciliation of the Company's
annual outlook for Adjusted EBITDA to the Company's outlook for the
most comparable U.S. GAAP performance measure, "Income (loss) from
continuing operations." In October 2016, the Company completed a
strategic review of our remaining international markets and decided
to focus its business on 15 core countries and to pursue strategic
alternatives for the remaining 11 countries. Based on the Company’s
review of quantitative and qualitative factors, it believes that
the disposition of those 11 countries represents a strategic shift
that will likely have a major effect on its operations and
financial results. As such, the Company anticipates that when
either the businesses have been disposed of in those 11 countries
or have met the criteria for held-for-sale classification, their
financial results, including any gains or losses on disposition,
will be presented as discontinued operations in the Company’s
consolidated statements of operations. As such, this
forward-looking guidance for the year ending December 31, 2017 has
been provided on a continuing operations basis.
Year
Ending December 31, 2017 Expected income (loss) from
continuing operations range $(42,500) to $(17,500) Expected
adjustments: Stock-based compensation 90,000 to 100,000
Depreciation and amortization 125,000 Non-operating expense
(income), net 20,000 Provision (benefit) for income taxes 7,500 to
12,500 Total expected adjustments $242,500 to $257,500
Expected
Adjusted EBITDA range $200,000 to $240,000 The outlook
provided above does not reflect the potential impact of any
additional restructuring actions that the Company may decide to
pursue, business acquisitions or dispositions, changes in the fair
values of investments or contingent consideration, foreign currency
gains or losses or unusual or infrequently occurring items that may
occur during 2017.
Groupon, Inc. Non-GAAP
Reconciliation Schedules (in thousands, except share and per
share amounts) (unaudited) Foreign exchange rate
neutral operating results are non-GAAP financial measures. The
Company reconciles foreign exchange rate neutral operating results
to the most comparable U.S. GAAP financial measures, "Gross
billings," "Revenue" and "Income (loss) from continuing
operations," respectively, for the periods presented. 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 growth" and "Revenue growth,"
respectively, for the periods presented. The effect on the
Company's gross billings, revenue and income (loss) from changes in
exchange rates versus the U.S. Dollar for the three months ended
December 31, 2016 was as follows:
Three Months Ended
December 31, 2016 Three Months Ended December 31, 2016
At Avg. Q4 2015
Rates (1)
Exchange Rate
Effect (2)
As
Reported
At Avg. Q3 2016
Rates (3)
Exchange Rate
Effect (2)
As
Reported
Gross billings $ 1,718,071 $ (18,614 ) $ 1,699,457 $ 1,719,411 $
(19,954 ) $ 1,699,457 Revenue 943,431 (8,546 ) 934,885 944,772
(9,887 ) 934,885 Income (loss) from operations $ 7,569 $ (145 ) $
7,424 $ 6,974 $ 450 $ 7,424 The effect on the Company's
gross billings, revenue and income (loss) from operations from
changes in exchange rates versus the U.S. Dollar for the year ended
December 31, 2016 was as follows:
Year Ended December 31,
2016 Year Ended December 31, 2016 At Avg. Q4 2015
YTD
Rates (1)
Exchange Rate
Effect (2)
As
Reported
At Avg. Q4'15-Q3'16
Rates (3)
Exchange Rate
Effect (2)
As
Reported
Gross billings $ 6,172,426 $ (75,922 ) $ 6,096,504 $ 6,114,028 $
(17,524 ) $ 6,096,504 Revenue 3,174,361 (31,007 ) 3,143,354
3,152,794 (9,440 ) 3,143,354 Income (loss) from operations $
(108,613 ) $ (1,150 ) $ (109,763 ) $ (108,319 ) $ (1,444 ) $
(109,763 ) (1) Represents the financial statement balances
that would have resulted had average exchange rates in the
reporting periods been the same as those in effect during the three
months and year ended December 31, 2015. (2) Represents the
increase or decrease in reported amounts resulting from changes in
exchange rates from those in effect in the comparable prior
periods. (3) Represents the financial statement balances that would
have resulted had average exchange rates in the reporting periods
been the same as those in effect during the three and twelve months
ended September 30, 2016. 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.
Q4 2015 Q1 2016
Q2 2016 Q3 2016 Q4 2016 EMEA
Gross billings growth (13 )% (15 )% (12 )% (10 )% (9 )% FX Effect
11 3 —
2 4 EMEA Gross billings
growth, excluding FX (2 )% (12 )% (12 )% (8 )% (5 )% Rest of
World Gross billings growth (21 )% (28 )% (27 )% (24 )% (15 )% FX
Effect 14 11 6
1 — Rest of World
Gross billings growth, excluding FX (7 )% (17 )% (21 )% (23 )% (15
)% Consolidated Gross billings growth (1 )% (5 )% (2 )% (2
)% — % FX Effect 5 2
— — 1
Consolidated Gross billings growth, excluding FX 4 % (3 )% (2 )% (2
)% 1 % 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.
Q4
2015 Q1 2016 Q2 2016 Q3 2016 Q4
2016 EMEA Revenue growth (9 )% (13 )% (3 )% (1 )% (2 )% FX
Effect 12 3 —
1 3 EMEA Revenue
growth, excluding FX 3 % (10 )% (3 )% — % 1 % Rest of World
Revenue growth (23 )% (22 )% (23 )% (19 )% (12 )% FX Effect
15 14 9
4 4 Rest of World Revenue
growth, excluding FX (8 )% (8 )% (14 )% (15 )% (8 )%
Consolidated Revenue growth 4 % (2 )% 2 % 1 % 2 % FX Effect
5 1 1
1 1 Consolidated Revenue growth,
excluding FX 9 % (1 )% 3 % 2 % 3 % The effect on North
America's gross billings by category from changes in foreign
exchange rates versus the U.S. Dollar for the three months ended
December 31, 2016 was as follows:
At Avg. Q4
2015 Rates (1)
Exchange
Rate
Effect (2)
December 31, 2016
As Reported
December 31, 2015
As Reported
Y/Y %
Growth
Y/Y% Growth excluding FX Local: Third party and other $
590,657 $ 27 $ 590,684 $ 531,154 11.2 % 11.2 % Travel: Third
party 90,057 2 90,059
89,389 0.7 % 0.7 % Total services 680,714 29 680,743
620,543 9.7 % 9.7 % Goods: Third party 12,211 (4 ) 12,207
12,951 (5.7 ) % (5.7 ) % Direct 419,181 —
419,181 416,867 0.6 % 0.6 %
Total
431,392 (4 ) 431,388 429,818 0.4 % 0.4 %
Total gross billings $ 1,112,106 $ 25 $
1,112,131 $ 1,050,361 5.9 % 5.9 % The effect
on EMEA's gross billings by category from changes in foreign
exchange rates versus the U.S. Dollar for the three months ended
December 31, 2016 was as follows:
At Avg. Q4
2015 Rates (1)
Exchange
Rate
Effect (2)
December 31, 2016
As Reported
December 31, 2015
As Reported
Y/Y %
Growth
Y/Y% Growth excluding FX Local: Third party and other $
192,321 $ (11,909 ) $ 180,412 $ 197,445 (8.6 ) % (2.6 ) %
Travel: Third party 56,419 (805 )
55,614 59,836 (7.1 ) % (5.7 ) % Total services
248,740 (12,714 ) 236,026 257,281 (8.3 ) % (3.3 ) % Goods:
Third party 43,041 (2,467 ) 40,574 83,295 (51.3 ) % (48.3 ) %
Direct 169,685 (2,375 ) 167,310
146,571 14.1 % 15.8 % Total 212,726 (4,842 ) 207,884
229,866 (9.6 ) % (7.5 ) % Total gross
billings $ 461,466 $ (17,556 ) $ 443,910 $ 487,147
(8.9 ) % (5.3 ) % The effect on Rest of World's gross
billings by category from changes in foreign exchange rates versus
the U.S. Dollar for the three months ended December 31, 2016 was as
follows:
At Avg. Q4
2015 Rates (1)
Exchange
Rate
Effect (2)
December 31, 2016
As Reported
December 31, 2015
As Reported
Y/Y %
Growth
Y/Y% Growth excluding FX Local: Third party and other $
86,184 $ 1,165 $ 87,349 $ 83,430 4.7 % 3.3 % Travel: Third
party 21,397 (663 ) 20,734
25,369 (18.3 ) % (15.7 ) % Total services 107,581 502
108,083 108,799 (0.7 ) % (1.1 ) % Goods: Third party 28,255
(306 ) 27,949 52,213 (46.5 ) % (45.9 ) % Direct 8,663
(1,279 ) 7,384 8,472 (12.8 ) %
2.3 % Total 36,918 (1,585 ) 35,333 60,685 (41.8 ) % (39.2 ) %
Total gross billings $ 144,499 $
(1,083 ) $ 143,416 $ 169,484 (15.4 ) % (14.7 ) %
The effect on consolidated gross billings by category from
changes in foreign exchange rates versus the U.S. Dollar for the
three months ended December 31, 2016 was as follows:
At
Avg. Q4
2015 Rates (1)
Exchange
Rate
Effect (2)
December 31, 2016
As Reported
December 31, 2015
As Reported
Y/Y %
Growth
Y/Y% Growth excluding FX Local: Third party and other $
869,162 $ (10,717 ) $ 858,445 $ 812,029 5.7 % 7.0 % Travel:
Third party 167,873 (1,466 ) 166,407
174,594 (4.7 ) % (3.8 ) % Total services
1,037,035 (12,183 ) 1,024,852 986,623 3.9 % 5.1 % Goods:
Third party 83,507 (2,777 ) 80,730 148,459 (45.6 ) % (43.8 ) %
Direct 597,529 (3,654 ) 593,875
571,910 3.8 % 4.5 % Total 681,036 (6,431 ) 674,605
720,369 (6.4 ) % (5.5 ) % Total gross
billings $ 1,718,071 $ (18,614 ) $ 1,699,457 $
1,706,992 (0.4 ) % 0.6 % (1) Represents the financial
statement balances that would have resulted had average exchange
rates in the reporting period been the same as those in effect
during the three months ended December 31, 2015. (2) Represents the
increase or decrease in reported amounts resulting from changes in
exchange rates from those in effect in the comparable prior year
period. The following is a reconciliation of foreign
exchange rate neutral same-country gross billings growth for the
three months and year ended December 31, 2016 from the comparable
prior year period:
Three Months Ended December 31,
2016 Three Months Ended December 31, 2015 Y/Y %
Growth
Year Ended December 31, 2016 Year Ended December 31,
2015 Y/Y %
Growth
Gross billings as reported $ 1,699,457 $ 1,706,992 (0.4 )% $
6,096,504 $ 6,255,540 (2.5 )% Less: Gross billings from countries
where Groupon no longer operates (5,038 ) (34,490 ) (53,046 )
(233,865 ) Exchange rate effect (1) 18,578 —
69,271 — FX neutral same-country
gross billings $ 1,712,997 $ 1,672,502 2.4 % $
6,112,729 $ 6,021,675 1.5 % (1) Represents the
increase or decrease in reported amounts resulting from changes in
exchange rates from those in effect in the comparable prior year
period. The following is a reconciliation of foreign
exchange rate neutral same-country gross billings growth for our
EMEA segment for the three months ended December 31, 2016 from the
comparable prior year period:
Three Months Ended December
31, 2016 Three Months Ended December 31, 2015 Y/Y
%
Growth
EMEA gross billings as reported $ 443,910 $ 487,147 (8.9 )% Less:
EMEA Gross billings from countries where Groupon no longer operates
(1,599 ) (23,306 ) Exchange rate effect (1) 17,499
— FX-neutral same-country gross billings $ 459,810
$ 463,841 (0.9 )% (1) Represents the increase
or decrease in reported amounts resulting from changes in exchange
rates from those in effect in the comparable prior year period.
The following is a reconciliation of foreign exchange
rate neutral same-country revenue growth for the three months and
year ended December 31, 2016 from the comparable prior year period:
Three Months Ended December 31, 2016 Three Months
Ended December 31, 2015 Y/Y %
Growth
Year Ended December 31, 2016 Year Ended December 31,
2015 Y/Y %
Growth
Revenue as reported $ 934,885 $ 917,170 1.9 % $ 3,143,354 $
3,119,516 0.8 % Less: Revenue from countries where Groupon no
longer operates (2,656 ) (13,297 ) (22,855 ) (85,377 ) Exchange
rate effect (1) 8,555 — 28,055
— FX-neutral same-country revenue $ 940,784
$ 903,873 4.1 % $ 3,148,554 $ 3,034,139
3.8 % (1) Represents the increase or decrease in reported
amounts resulting from changes in exchange rates from those in
effect in the comparable prior year period. The following is
a reconciliation of foreign exchange rate neutral same-country
gross profit growth for the three months and year ended December
31, 2016 from the comparable prior year period:
Three
Months Ended December 31, 2016 Three Months Ended December
31, 2015 Y/Y %
Growth
Year Ended December 31, 2016 Year Ended December 31,
2015 Y/Y %
Growth
Gross profit as reported $ 369,870 $ 371,740 (0.5 )% $ 1,356,903 $
1,385,065 (2.0 )% Less: Gross profit from countries where Groupon
no longer operates (1,511 ) (7,326 ) (12,128 ) (48,212 ) Exchange
rate effect (1) 4,801 — 17,208
— FX-neutral same-country gross profit $
373,160 $ 364,414 2.4 % $ 1,361,983 $
1,336,853 1.9 % (1) Represents the increase or
decrease in reported amounts resulting from changes in exchange
rates from those in effect in the comparable prior year period.
Groupon, Inc.
Supplemental Financial Information and Business Metrics
(10) (financial data in thousands; active customers in
millions) (unaudited) Q4 2015 Q1
2016 Q2 2016 Q3 2016 Q4 2016
Segments North America Segment: Gross Billings (1):
Local (2) Gross Billings $ 531,154 $ 539,623 $ 542,439 $ 530,768 $
590,684 Travel Gross Billings 89,389 103,390
105,388 93,564 90,059
Gross Billings - Services 620,543 643,013 647,827 624,332
680,743 Gross Billings - Goods 429,818 294,061
318,427 296,630 431,388
Total Gross Billings $ 1,050,361 $ 937,074 $
966,254 $ 920,962 $ 1,112,131 Year-over-year
growth 11 % 5 % 8 % 6 % 6 % % Third Party and Other 60 % 70 % 68 %
69 % 62 % % Direct 40 % 30 % 32 % 31 % 38 % Gross Billings Trailing
Twelve Months (TTM) $ 3,709,797 $ 3,752,894 $ 3,822,892 $ 3,874,651
$ 3,936,421 Revenue (3): Local Revenue $ 184,201 $ 192,153 $
184,139 $ 176,220 $ 209,799 Travel Revenue 18,390
20,914 21,401 21,241
19,023 Revenue - Services 202,591 213,067 205,540
197,461 228,822 Revenue - Goods 420,056
287,746 311,382 285,820
421,931 Total Revenue $ 622,647 $ 500,813 $
516,922 $ 483,281 $ 650,753 Year-over-year
growth 13 % 4 % 7 % 4 % 5 % % Third Party and Other 33 % 43 % 40 %
41 % 36 % % Direct 67 % 57 % 60 % 59 % 64 % Revenue TTM $ 2,047,742
$ 2,068,673 $ 2,104,313 $ 2,123,663 $ 2,151,769 Gross Profit
(4): Local Gross Profit $ 159,745 $ 164,018 $ 158,812 $ 152,873 $
185,280 % of North America Local Gross Billings 30.1 % 30.4 % 29.3
% 28.8 % 31.4 % Travel Gross Profit 15,207 15,712 16,334 17,257
15,052 % of North America Travel Gross Billings 17.0 %
15.2 % 15.5 % 18.4 % 16.7 % Gross
Profit - Services 174,952 179,730 175,146 170,130 200,332 % of
North America Services Gross Billings 28.2 % 28.0 % 27.0 % 27.2 %
29.4 % Gross Profit - Goods 44,329 36,213 42,028 31,531 50,437 % of
North America Goods Gross Billings 10.3 % 12.3 %
13.2 % 10.6 % 11.7 % Total Gross Profit $
219,281 $ 215,943 $ 217,174 $ 201,661 $
250,769 Year-over-year growth 12 % 11 % 10 % 5 % 14 % %
Third Party and Other 81 % 84 % 82 % 85 % 81 % % Direct 19 % 16 %
18 % 15 % 19 % % of North America Total Gross Billings 20.9 % 23.0
% 22.5 % 21.9 % 22.5 %
EMEA Segment: Gross Billings:
Local Gross Billings $ 197,445 $ 174,033 $ 165,290 $ 158,792 $
180,412 Travel Gross Billings 59,836 57,201
52,880 57,594 55,614
Gross Billings - Services 257,281 231,234 218,170 216,386
236,026 Gross Billings - Goods 229,866 160,993
163,139 154,606 207,884
Total Gross Billings $ 487,147 $ 392,227 $
381,309 $ 370,992 $ 443,910 Year-over-year
growth (13 )% (15 )% (12 )% (10 )% (9 )% Year-over-year growth,
excluding FX (5) (2 )% (12 )% (12 )% (8 )% (5 )% % Third Party and
Other 70 % 73 % 68 % 68 % 62 % % Direct 30 % 27 % 32 % 32 % 38 %
Gross Billings TTM $ 1,794,354 $ 1,727,392 $ 1,675,165 $ 1,631,675
$ 1,588,438 Revenue: Local Revenue $ 73,225 $ 61,886 $
60,616 $ 58,581 $ 60,600 Travel Revenue 11,681
11,178 10,709 12,866
11,156 Revenue - Services 84,906 73,064 71,325 71,447 71,756
Revenue - Goods 163,420 115,906
126,980 125,126 171,592 Total
Revenue $ 248,326 $ 188,970 $ 198,305 $
196,573 $ 243,348 Year-over-year growth (9 )% (13 )%
(3 )% (1 )% (2 )% Year-over-year growth, excluding FX 3 % (10 )% (3
)% - % 1 % % Third Party and Other 41 % 44 % 39 % 39 % 31 % %
Direct 59 % 56 % 61 % 61 % 69 % Revenue TTM $ 867,880 $ 840,630 $
834,888 $ 832,174 $ 827,196 Gross Profit: Local Gross Profit
$ 68,966 $ 58,263 $ 56,849 $ 54,467 $ 56,603 % of EMEA Local Gross
Billings 34.9 % 33.5 % 34.4 % 34.3 % 31.4 % Travel Gross Profit
10,732 10,215 9,784 11,882 10,247 % of EMEA Travel Gross Billings
17.9 % 17.9 % 18.5 % 20.6 % 18.4
% Gross Profit - Services 79,698 68,478 66,633 66,349 66,850 % of
EMEA Services Gross Billings 31.0 % 29.6 % 30.5 % 30.7 % 28.3 %
Gross Profit - Goods 43,026 26,412 23,525 18,710 25,449 % of EMEA
Goods Gross Billings 18.7 % 16.4 % 14.4 %
12.1 % 12.2 % Total Gross Profit $ 122,724 $
94,890 $ 90,158 $ 85,059 $ 92,299
Year-over-year growth (14 )% (18 )% (13 )% (18 )% (25 )% % Third
Party and Other 77 % 82 % 79 % 83 % 76 % % Direct 23 % 18 % 21 % 17
% 24 % % of EMEA Total Gross Billings 25.2 % 24.2 % 23.6 % 22.9 %
20.8 %
Rest of World Segment: Gross Billings: Local
Gross Billings $ 83,430 $ 75,294 $ 84,581 $ 80,318 $ 87,349 Travel
Gross Billings 25,369 23,928
22,300 24,166 20,734 Gross
Billings - Services 108,799 99,222 106,881 104,484 108,083 Gross
Billings - Goods 60,685 43,487
38,438 35,717 35,333 Total Gross
Billings $ 169,484 $ 142,709 $ 145,319 $
140,201 $ 143,416 Year-over-year growth (21 )% (28 )%
(27 )% (24 )% (15 )% Year-over-year growth, excluding FX (7 )% (17
)% (21 )% (23 )% (15 )% % Third Party and Other 95 % 95 % 95 % 95 %
95 % % Direct 5 % 5 % 5 % 5 % 5 % Gross Billings TTM $ 751,389 $
695,263 $ 641,361 $ 597,713 $ 571,645 Revenue: Local Revenue
$ 22,229 $ 22,082 $ 22,461 $ 21,876 $ 22,069 Travel Revenue
5,098 5,049 4,321 5,075
4,424 Revenue - Services 27,327 27,131 26,782
26,951 26,493 Revenue - Goods 18,870 15,057
14,021 13,663 14,291
Total Revenue $ 46,197 $ 42,188 $ 40,803
$ 40,614 $ 40,784 Year-over-year growth (23 )%
(22 )% (23 )% (19 )% (12 )% Year-over-year growth, excluding FX (8
)% (8 )% (14 )% (15 )% (8 )% % Third Party and Other 82 % 85 % 82 %
84 % 82 % % Direct 18 % 15 % 18 % 16 % 18 % Revenue TTM $ 203,894 $
191,828 $ 179,565 $ 169,802 $ 164,389 Gross Profit: Local
Gross Profit $ 18,889 $ 18,771 $ 18,739 $ 18,645 $ 19,245 % of Rest
of World Local Gross Billings 22.6 % 24.9 % 22.2 % 23.2 % 22.0 %
Travel Gross Profit 4,040 3,997 3,240 3,962 3,502 % of Rest of
World Travel Gross Billings 15.9 % 16.7 % 14.5
% 16.4 % 16.9 % Gross Profit - Services 22,929 22,768
21,979 22,607 22,747 % of Rest of World Services Gross Billings
21.1 % 22.9 % 20.6 % 21.6 % 21.0 % Gross Profit - Goods 6,806 5,727
4,277 4,790 4,055 % of Rest of World Goods Gross Billings
11.2 % 13.2 % 11.1 % 13.4 % 11.5 %
Total Gross Profit $ 29,735 $ 28,495 $ 26,256
$ 27,397 $ 26,802 Year-over-year growth (23 )% (24 )%
(28 )% (20 )% (10 )% % Third Party and Other 99 % 100 % 99 % 100 %
102 % % Direct 1 % - % 1 % - % (2 )% % of Rest of World Total Gross
Billings 17.5 % 20.0 % 18.1 % 19.5 % 18.7 %
Consolidated
Results of Operations: Gross Billings: Local Gross Billings $
812,029 $ 788,950 $ 792,310 $ 769,878 $ 858,445 Travel Gross
Billings 174,594 184,519 180,568
175,324 166,407 Gross Billings -
Services 986,623 973,469 972,878 945,202 1,024,852 Gross Billings -
Goods 720,369 498,541 520,004
486,953 674,605 Total Gross
Billings $ 1,706,992 $ 1,472,010 $ 1,492,882 $
1,432,155 $ 1,699,457 Year-over-year growth (1 )% (5
)% (2 )% (2 )% - % Year-over-year growth, excluding FX 4 % (3 )% (2
)% (2 )% 1 % % Third Party and Other 66 % 73 % 71 % 71 % 65 % %
Direct 34 % 27 % 29 % 29 % 35 % Gross Billings TTM $ 6,255,540 $
6,175,549 $ 6,139,418 $ 6,104,039 $ 6,096,504 Year-over-year growth
- % (1 )% (2 )% (3 )% (3 )% Revenue: Local Revenue $ 279,655
$ 276,121 $ 267,216 $ 256,677 $ 292,468 Travel Revenue
35,169 37,141 36,431
39,182 34,603 Revenue - Services 314,824
313,262 303,647 295,859 327,071 Revenue - Goods 602,346
418,709 452,383 424,609
607,814 Total Revenue $ 917,170 $
731,971 $ 756,030 $ 720,468 $ 934,885
Year-over-year growth 4 % (2 )% 2 % 1 % 2 % Year-over-year growth,
excluding FX 9 % (1 )% 3 % 2 % 3 % % Third Party and Other 38 % 46
% 42 % 43 % 36 % % Direct 62 % 54 % 58 % 57 % 64 % Revenue TTM $
3,119,516 $ 3,101,131 $ 3,118,766 $ 3,125,639 $ 3,143,354
Year-over-year growth 3 % 1 % - % 1 % 1 % Gross Profit:
Local Gross Profit $ 247,600 $ 241,052 $ 234,400 $ 225,985 $
261,128 % of Consolidated Local Gross Billings 30.5 % 30.6 % 29.6 %
29.4 % 30.4 % Travel Gross Profit 29,979 29,924 29,358 33,101
28,801 % of Consolidated Travel Gross Billings 17.2 %
16.2 % 16.3 % 18.9 % 17.3 % Gross Profit -
Services 277,579 270,976 263,758 259,086 289,929 % of Consolidated
Services Gross Billings 28.1 % 27.8 % 27.1 % 27.4 % 28.3 % Gross
Profit - Goods 94,161 68,352 69,830 55,031 79,941 % of Consolidated
Goods Gross Billings 13.1 % 13.7 % 13.4 %
11.3 % 11.9 % Total Gross Profit $ 371,740 $
339,328 $ 333,588 $ 314,117 $ 369,870
Year-over-year growth (2 )% (2 )% (1 )% (4 )% (1 )% % Third Party
and Other 81 % 85 % 82 % 86 % 81 % % Direct 19 % 15 % 18 % 14 % 19
% % of Total Consolidated Gross Billings 21.8 % 23.1 % 22.3 % 21.9
% 21.8 % Marketing $ 83,208 $ 89,765 $ 91,993 $ 87,858 $
93,335 Selling, general and administrative $ 287,976 $ 280,988 $
277,168 $ 253,554 $ 254,458 Income (loss) from continuing
operations $ (32,552 ) $ (45,596 ) $ (51,731 ) $ (35,792 ) $
(50,204 ) Adjusted EBITDA $ 67,010 $ 31,348 $ 33,961 $ 32,134 $
80,647 % of Total Consolidated Gross Billings 3.9 % 2.1 % 2.3 % 2.2
% 4.7 % % of Total Consolidated Revenue 7.3 % 4.3 % 4.5 % 4.5 % 8.6
%
Groupon, Inc. Supplemental
Financial Information and Business Metrics (10)
(financial data in thousands; active customers in millions)
(unaudited) Free cash flow is a non-GAAP financial
measure. The following is a reconciliation of free cash flow to the
most comparable U.S. GAAP financial measure, "Net cash provided by
(used in) operating activities from continuing operations."
Q4 2015 (9) Q1 2016 Q2 2016 Q3
2016 Q4 2016 Net cash provided by (used in)
operating activities from continuing operations $ 250,455 $ (76,725
) $ (54,010 ) $ (40,822 ) $ 288,662 Purchases of property and
equipment and capitalized software from continuing operations
(15,507 ) (19,952 ) (16,395 ) (12,868 )
(19,678 ) Free cash flow $ 234,948 $ (96,677 ) $ (70,405 ) $
(53,690 ) $ 268,984 Net cash provided by (used in) operating
activities from continuing operations (TTM) $ 299,747 $ 179,415 $
112,080 $ 78,898 $ 117,105 Purchases of property and equipment and
capitalized software from continuing operations (TTM)
(83,988 ) (85,646 ) (79,589 ) (64,722 )
(68,893 ) Free cash flow (TTM) $ 215,759 $ 93,769 $ 32,491 $ 14,176
$ 48,212 Net cash provided by (used in) investing activities
from continuing operations $ (31,238 ) $ (20,778 ) $ (18,853 ) $
(12,088 ) $ (5,767 ) Net cash provided by (used in) financing
activities $ (323,597 ) $ (78,015 ) $ 169,225 $ (38,342 ) $ (67,533
) Net cash provided by (used in) investing activities from
continuing operations (TTM) $ (177,250 ) $ (178,585 ) $ (168,897 )
$ (82,957 ) $ (57,486 ) Net cash provided by (used in) financing
activities (TTM) $ (515,785 ) $ (557,962 ) $ (247,180 ) $ (270,729
) $ (14,665 )
Other Metrics: Active Customers (6)
North America 25.9 26.9 27.9 29.1 31.1 EMEA 15.4 15.3 15.3 15.4
15.5 Rest of World 7.6 7.2 6.8
6.3 6.1 Total Active Customers
48.9 49.4 50.0 50.8 52.7 TTM Gross Billings / Average Active
Customer (7) North America $ 149 $ 146 $ 145 $ 142 $ 138 EMEA 117
113 109 106 103 Rest of World 96 90 86 84 84 Consolidated 130 127
125 123 120 Global headcount as of December 31, 2016 and
2015 was as follows:
Q4 2015 Q4 2016 Sales (8)
3,992 3,108 % North America 34 % 36 % % EMEA 41 % 42 % % Rest of
World 25 % 22 % Other 5,880 5,215 Total
Headcount 9,872 8,323
(1)
Represents the total dollar value of
customer purchases of goods and services.
(2)
Local represents deals from local
merchants, deals with national merchants, and deals through local
events. Other revenue transactions, which include advertising,
payment processing, and commission revenue, are also included
within the Local category.
(3)
Includes third party revenue, direct
revenue and other revenue. 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 merchandise 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. Other revenue primarily consists of commission revenue,
payment processing revenue and advertising revenue.
(4)
Represents third party revenue, direct
revenue and other revenue reduced by cost of revenue.
(5)
Represents the change in financial
measures that would have resulted had average exchange rates in the
reporting periods been the same as those in effect in the prior
year periods.
(6)
Reflects the total number of unique user
accounts who made a purchase through one of our online marketplaces
during the trailing twelve months. North America active customers
for the quarter ended December 31, 2016 includes approximately 1.0
million incremental active customers from the acquisition of
LivingSocial, Inc.
(7)
Reflects the total gross billings
generated in the trailing twelve months per average active customer
over that period.
(8)
Includes merchant sales representatives,
as well as sales support from continuing operations.
(9)
The Company adopted the guidance in ASU
2016-09 on January 1, 2016. ASU 2016-09 requires that all income
tax-related cash flows resulting from share-based payments be
reported as operating activities in the statement of cash flows.
Previously, income tax benefits at settlement of an award were
reported as a reduction to operating cash flows and an increase to
financing cash flows to the extent that those benefits exceeded the
income tax benefits reported in earnings during the award's vesting
period. The Company has elected to apply that change in cash flow
classification on a retrospective basis, which has resulted in
adjustments to net cash provided by (used in) operating activities,
net cash used in financing activities, and free cash flow for the
three-month and trailing twelve-month periods ended December 31,
2015.
(10)
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170215005619/en/
Groupon, Inc.Investor RelationsDeb
Schwartz312-999-3098ir@groupon.comorPublic RelationsBill
Roberts312-459-5191
Groupon (NASDAQ:GRPN)
Historical Stock Chart
From Apr 2024 to May 2024
Groupon (NASDAQ:GRPN)
Historical Stock Chart
From May 2023 to May 2024