Groupon Inc (GRPN) 2012 Q2 法說會逐字稿

Good day, everyone. Welcome to Groupon's second-quarter 2012 financial results conference call. At this time all participants are in a listen-only mode. A question-and-answer session will follow the Company's formal remarks.

(Operator Instructions)

Today's conference is being recorded. For opening remarks I would like to turn the conference over to Vice President of Investor Relations and Corporate Finance, Katik Ramachandran. Please go ahead, sir.

Hello and welcome to our second-quarter 2012 financial results conference call. Joining us today are Andrew Mason, our CEO, and Jason Child our CFO. The following discussion and responses to your questions reflect management's views as of today, August 13, 2012 only and will include forward-looking statements. Actual results may differ materially.

Additional information about factors that could potentially impact our financial results is included in today's press release and in our filings with the SEC including our Form 10-Q. During this call we will discuss certain non-GAAP financial measures. In our press release and our filings with the SEC, each of which is posted on our IR website, you will find additional disclosures regarding these non-GAAP measures, including reconciliations of those measures with GAAP measures.

Finally, unless otherwise stated, all comparisons in this call will be against our results for the comparable period of 2011. Now I will turn the call over to Andrew.

Thank you, Kartik. Q2 was a solid quarter for Groupon. Total revenues grew to $568 million. That represents 53% growth excluding a $32 million unfavorable impact from foreign exchange. Operating income was $46 million compared with a loss of $101 million in the second quarter of last year.

Before I get into the details I'll call out a few more highlights. Gross billings were up 47% year-over-year, excluding FX, to $1.29 billion. North American revenue growth was 66% year-over-year, driven in part by demand in our burgeoning Goods business. Weakness in our European markets, which comprise the majority of our international business today, created a significant drag on performance, with over $70 million of impact on gross billings quarter-over-quarter.

While macroeconomic factors did not help our performance in Europe, we believe there are a number of opportunities within our control that can improve our performance, which I'll discuss momentarily. We reported second-quarter GAAP EPS of $0.04 and non-GAAP EPS of $0.08, both of which include some non-recurring items that Jason will cover. Excluding non-recurring items, non-GAAP EPS was $0.04.

Finally, for the eighth time in a row we ended this quarter with more cash than when we started, generating $49 million of free cash flow in Q2. This further strengthens our balance sheet which had $1.2 billion of cash and no long-term debt as of June 30.

Now I'd like to go into detail on four different topics. Factors affecting our performance in Europe, our North American segment results, marketing efficiency, and technology. Let's start with Europe. We are exiting a period of historic growth rates in our international segment. Since we expanded outside of North America in 2010, our business grew by nearly 10X in its first full year from just over $250 million in gross billings to nearly $2.5 billion at the end of 2011.

The majority of our international business remains concentrated in our most developed overseas markets which are in Western Europe. We grew our presence in Europe rapidly, through either acquisition or rapid country expansion. Allowing us to quickly capture market share in an industry in which scale economies and leverage are critically valuable. And thus secure a true first-mover advantage.

While the benefits of this approach are clear given our leadership position in most international markets, it also means we have some key disparities with other markets to address. Including tuning our deal mix, balancing customer and merchant value, and leveraging both technology and learnings from our more developed markets.

First, the mix of deals we feature can have a substantial impact on performance, especially in times of macroeconomic volatility. We have a larger mix of high price point offers in our European markets than in North America. While deals such as laser hair removal and luxury hotel stays in Monaco give Groupon an element of serendipitous discovery that is key to our brand, we've also found that these more discretionary offers are more susceptible to negative demand elasticity over the past few quarters, as macroeconomic conditions have deteriorated.

These effects have been felt to various degrees across all of our markets, resulting in a general stabilizing in our per-customer spend measurements worldwide. In Q2 trailing 12-month gross billings per average active customer was down 5% year-over-year, coming in at about $165 per customer on a global basis. While the macroeconomic pressures in Europe over the past few months are reasonably well understood, we believe that we are not totally dependent on a macroeconomic turnaround to improve the performance of our European business.

One specific action we are taking, and this leads to opportunity number two, is to better balance our customer and merchant value proposition in Europe. Using the same 4C methodology that recently ranked our US merchants among the happiest of all online B2B companies participating in our survey, we found that our merchant satisfaction score in Europe was about 25 points lower than here at home. After looking at the details, the root cause was clear.

While the tools, support and technology we provide merchants overseas are lacking, merchants simply weren't seeing the same value in Europe as they were in the US. We've learned in North America the best way to maximize gross revenue dollars for Groupon is to find the right balance between consumer and merchant value. By doing so in Europe, we have a clear opportunity to unlock growth and achieve the same kind of market penetration of Internet users that we have in North America.

The third key opportunity relates to how well we are leveraging technology in Europe. We are in the very early stages of the global deployment of the products, tools and services, such as deal personalization, that have already driven meaningful growth in the US. At our current scale, the opportunity cost of not realizing the customer benefits and efficiencies we can capture through better technology integration are significant. I mentioned deal personalization which, as of Q2, is still in the early testing stages in Europe.

Without basic personalization, we are unable to unlock the full benefits of hyper-local deal density, which has been our focus for many quarters. By the end of Q3, we plan to have personalization enabled in our top European markets. While we do not expect immediate returns, it is a step in the right direction. We're also rolling out the same merchant campaign administration tools that we use in the US, that, among other benefits, streamline the process of supporting merchants from signing them up through managing their campaigns in real time during the life of their Groupon feature.

To the degree we have yet to centralize management, we have many opportunities to apply our operational processes internationally that we have leveraged in a very powerful manner in our North American business. Along with new international leadership, which we installed about two months ago, we've introduced a new global organizational structure with Kal Raman as our new global SVP of Sales and Operations. Kal will be responsible for standardizing best practices globally. And will accelerate the deployment of technology, data infrastructure and business intelligence to the international teams.

As we address these opportunities, we are emboldened by our experience in North America, where we have made significant progress by executing against the play book that we've authored. We can learn from our experiences as we've seen deal structures that perform well in cities like Kansas City perform equally well in cities like Madrid and Berlin. And applying these learnings will help us grow our European customer base, which is still far under-penetrated as a percentage of the online population compared to North America.

A quick story to illustrate this point. When our European Managing Directors visit the US, they are surprised to learn that the average person on the street has already heard of Groupon. Developing that level of brand awareness in Europe is well within our reach and should significantly benefit our business.

Let's turn to North America, where growth this quarter was driven largely through our Goods channel. Our rapid traction entering new categories like goods suggests that Groupon has evolved into a brand customers trust for all forms of eCommerce. In just one day this quarter, we sold about 54,000 heart rate monitor watches. In just over 72 hours, we sold 181,000 pairs of earrings.

Goods delivers an eclectic mix of unbeatable deals like these and our customers clearly love them. To fulfill strong demand in this channel, we invested by increasing the percentage of email real estate dedicated to Goods deals.

In addition, we saw continued healthy growth in the adoption of our suite of merchant and customer tools and services, including Groupon Scheduler, Groupon Rewards and Groupon Now! We have nearly 20% of our merchants using one of more of our merchant tools. We're able to drive scale quickly on these tools given our expansive reach, personal relationships with local business owners, and our ability to structure terms that better reflect fair value to merchants than our less-diversified competitors.

Groupon Rewards, for example, now has over 6,000 merchants and 1.5 million customers enrolled. We've also been deploying a suite of efficiency and productivity tools internally, which we expect to drive significant productivity improvement in our sales, sales support and customer service teams.

Overall, our key operating metrics in North America have remained generally consistent. Our customer and merchant satisfaction ranks Groupon at the higher end of online retailers domestically. And we continue to unlock significant scale economies and financial leverage that our scale enables, while investing aggressively for the long term.

Now I'd like to turn to marketing, another area where we continue to get smarter about how we invest our capital. Year-over-year, we have reduced our marketing expenses by 58%, while at the same time increasing revenues by 53%, ex FX, and growing our customer base 65%. We've done this through investments in technology to automate allocation of marketing dollars. And by drawing from the vast amounts of data we've accumulated over the last 3.5 years into which we continue to add each day.

As we now turn our marketing attention in more developed markets to social, mobile, search and advertising design to drive transactions, not just to acquire email subscribers, we expect to continue improving our marketing efficiency. Sticking with the theme of technology-driven efficiency, I'll move to my fourth and final point. Last quarter we highlighted the improvements we've seen from SmartDeals, our deal personalization technology.

One of the key inputs to improving our personalization is increasing the selection of deals from which SmartDeals may choose. We have done this through Deal Bank, which stores inventory from every deal we feature for several months, to display different deals to users over time. Deal Bank has allowed us to increase the number of active deals in North America by more than 10 times, from about 600 six months ago to over 8,000 today.

As we mature and get smarter about unlocking the value of this inventory, we expect significant improvements in the relevance of our deals. Which we believe will ultimately lead to more purchases and in turn revenue growth.

Not only does this increase in selection enable us to provide a better email personalization experience, it lays the foundation for us to not only push deals to customers on our terms. But also to create a marketplace that consumers can search and browse to find deals on their terms, freeing us from emails' natural shelf space limitations. As powerful as our email network is, and should continue to be, particularly in less developed markets, we believe that over time the demand fulfillment opportunity is even larger than the demand generation opportunity.

With our massive network of both customers and merchants, we also believe we are better-positioned than anyone to create the first true global, local, mobile eCommerce marketplace. With that I'll turn it over to Jason.

With our detailed results available in this afternoon's press release, I'm going to give a quick summary of our performance and then provide our outlook for the third quarter. Some of my comments here will be on a non-GAAP basis. Note that reconciliations of GAAP to non-GAAP metrics can be found in this afternoon's press release, as well as in our 10-Q, both of which can be found on our website. Because the impact of FX was so significant, I'll provide a little more color on the key financial highlights. All comparisons refer to year-over-year growth, unless specifically stated otherwise.

Gross billings, or the total amount spent by customers on Groupon products, were $1.29 billion, up 38%. Or 47% excluding a $75.1 million unfavorable impact from year-over-year changes in FX rates throughout the quarter. Revenues grew 45%, or 53% excluding a $32.4 million unfavorable impact of FX. North American revenues grew 66%. And international grew 31%, or 44% excluding FX impact of $31.6 million. Our Q2 GAAP operating income on a consolidated basis was $46.5 million. Which included $25.4 million in non-cash stock based compensation and acquisition-related expenses.

Excluding these non-cash items, operating income would have been $71.9 million compared to a loss of $62.3 million in the second quarter of 2011. An income of $67.6 million last quarter. Changes in FX had less than $1 million unfavorable impact on profitability in the quarter.

North American segment operating margin was 16.7%. International segment operating margin was positive for the second quarter in a row, coming in at 9.3%. GAAP earnings for the quarter were $28.4 million, or $0.04 per share. Compared with a loss of $107.4 million, or a loss of $0.35 per share in the second quarter of 2011. Non-GAAP earnings for the quarter were $53.8 million, or $0.08 per share. Compared with a loss of $68.7 million, or a loss of $0.23 per share in the second quarter of 2011.

Second-quarter earnings include a net $33 million gain related to a transaction in China, which led to a positive $0.05 impact on EPS. We also had a $3.9 million reduction related to the buyout of non-controlling interest positions related to prior acquisitions, which impacted EPS by negative $0.01. Together, these items had a positive $0.04 impact on both GAAP and non-GAAP EPS. And finally, operating cash flow increased 93% to $75.3 million. Free cash flow in Q2 was $48.6 million, including a nearly $25 million unfavorable impact from FX quarter-over-quarter.

Our trailing 12-month free cash flow grew to $330.1 million as of June 30, 2012, including a $45 million unfavorable impact related to changes in FX throughout the period. Operating income, less stock-based compensation, was a major driver of cash flow in the quarter, as natural working capital benefits were offset in part by cash tax payments.

This quarter our blended accounts payable days were slightly up both quarter-over-quarter and year-over-year. While rolling out changes to payment terms with merchants in our international business is something that we believe can further enhance the merchant value proposition, the transition will occur on a deal-by-deal basis. And with appropriate level of consideration to customer experience and credit risk management. Over time, we do expect working capital to continue to be a meaningful driver of our cash flow.

As of June 30, we had $1.2 billion in cash and no long-term debt. We're pleased with our cash position. And we continue to see our flexibility and balance sheet improve. I want to comment further on two of the main drivers of our results in the quarter, the softness we saw in Europe and the growth that we saw in Goods.

First, on our European business. Andrew covered a few of the key operational opportunities we are addressing in Europe. As a reminder, European markets comprise the majority of our international revenues today. While our other international businesses continue to scale from a smaller base. We're intently focused on addressing our challenges in Europe, but it will take time for the results to play out in the financials.

Second, on Groupon Goods, direct revenues were material for the first time in second quarter at $65 million compared with $19 million in Q1. Direct revenues are related to the business for which we take title to inventory and sell products directly to the consumer, such as movie tickets, travel vouchers and physical goods. In the second quarter, direct revenues were primarily related to Groupon Goods. These revenues are accounted for on a gross basis, with the cost of inventory captured in cost of revenue.

Note, not all of the Goods business is accounted for on a direct basis. By taking title to inventory, we are able to work directly with a larger universe of suppliers and merchants, set price, confirm stock, manage shipping times, and generally provide a superior end-to-end customer experience. As we developed the infrastructure this quarter, we moved to a model where we could take title to inventory for the majority of shipped products sold in North America.

In cases where we are the primary obligor, are subject to inventory risk, and have latitude in establishing pricing, we record revenue on a gross basis. In all other cases, we recognize the revenue as third-party and record it on a net basis. Our revenue recognition is the same as that of other major eCommerce companies. And is in accordance with US GAAP. In Q2, direct revenues comprise well under half of the Goods' gross billings on a global basis.

Now, a few housekeeping items before I turn to the outlook. First, the exchange of our minority interest in our China operations for a minority position in Life Media Limited, or F-tuan, led to a $33 million one-time net gain. The gain resulted from the difference in the fair value of the F-tuan investment and the carrying value of our old investment plus cash. Both of which were contributed in exchange for the new investment.

The net gain is reflected in the financials in two pieces. A $56 million non-operating gain reflected within interest and other income net line item on the P&L. And $23 million of offsetting tax. Going forward, because we have less than a 20% interest and do not exercise significant influence over the newly merged entity, it will be treated as a cost method investment. As such, the operating gains and losses will no longer flow through the P&L.

Next, during the second quarter we entered into agreements to settle our remaining commitments to purchase additional interest in consolidated subsidiaries for minority shareholders. Any future purchases of additional interest in existing consolidated subsidiaries from minority shareholders related to prior acquisitions will not impact EPS.

Third, consistent with Q1, we were profitable and therefore subject to tax in many countries. For the time being, we remain unable to offset tax charges from profitable countries with NOLs from unprofitable countries. Primarily as a result of these tax charges, our effective tax rate for the quarter remains well above our current average statutory rate. We do expect our effective tax rate to decline over time as our international tax initiatives are implemented.

Turning now to our outlook for the third quarter. As always, our results are inherently unpredictable. And may be materially affected by many factors including a high level of uncertainty surrounding the global economy and consumer spending, as well as exchange rate fluctuations. It is not possible to accurately predict demand, and therefore actual results could differ materially from our guidance.

Our outlook further assumes that we do not make any material acquisitions or investments, or record any further revisions to stock-based compensation estimates. And assumes no material change in foreign exchange rates. For Q3 2012, we expect revenue of between $580 million and $620 million, or between 35% and 44% year-over-year growth. We expect third-quarter GAAP operating income of between $15 million and $35 million, as compared to an operating loss of less than $1 million on the third quarter of 2011.

Our outlook includes approximately $30 million of stock-based compensation. And reflects the uncertainties around the timing of the impact from operational improvements we are making in Europe. We do not currently anticipate any material acquisition-related expenses in the third quarter. We intend to continue to deepen the competitive moats around our business as we build for the long term. Even though that may require aggressive investment in our operational improvement initiatives. With that, I'm going to turn it back to Andrew for some closing comments.

Thanks, Jason. Based on this quarter, we're on a run rate to do well over $5 billion in gross billings. And well over $2 billion in revenue. We have $1.2 billion of cash on the balance sheet. And our cash balance has increased every quarter. Today we have over 38 million customers and we continue to see that number grow. With nearly one-third of North American transactions in July originating from mobile devices, we are quickly becoming one of the largest mobile eCommerce companies out there. It's hard to imagine we've accomplished all that and Groupon hasn't even celebrated its fourth birthday.

Finally, I want to thank our employees for doing their part every day to continue to drive Groupon's performance. And of course, thank our stockholders for supporting us as we continue on our journey. Thanks for your time today. Operator, let's take some questions.

(Operator Instructions)

Ralph Schackart of William Blair.

Jason, can you provide us what the growth in the quarter was ex-rev rec on Goods? And there also seems to be some confusion with the Journal article today on Q1, as well. Can you clarify that, please?

In terms of the growth excluding the impact of direct revenue, first, let me point out that direct revenue includes, as we said just a few moments ago, it includes the combination of Goods as well as some of the stuff in our daily deal channels, like travel vouchers and movie tickets. Specifically, the Goods portion was less than half of the $19 million of direct revenue in Q1. And it was over half in Q2.

If you exclude the direct revenue impact, in other words assume that all of the direct revenue was actually booked as net, we would have grown over 30% year on year versus the 45% that we reported. That's on a global basis. That's not disclosure that we'll likely provide going forward just because it's competitively sensitive, specifically the deal margins that we have in our channels. And we don't provide channel outlooks, as you guys know.

Second, as it relates to the Wall Street Journal breakout on the revenue recognition at Q1, the estimates were incorrect. And effectively, the Goods revenue, as I said, it was less than $10 million. And in fact, from Q4 to Q1 it was actually about a little less than $6 million of the total $67 million revenue increase we saw globally from Q4 to Q1. So it was less than 10% of the total growth. And if you look at the total global quarter-on-quarter growth of 14%, it was actually less than 100 basis points. So immaterial.

Overall, the reality, as you can see in the press release that we filed, direct revenue is material for the first time this quarter. We've been booking direct revenue now for actually four quarters. It's just that this is the first time it's become large enough to disclose separately.

Mark Mahaney of Citigroup.

On the guidance, it seems like you've had a pretty clear trend of improving profitability measured in CSOI EBITDA, whatever you want, over the last couple quarters. And it seems like your guidance implies a bit of a reversal of that. Could you talk through that? Are there specific new investment areas that you want to put money into or you just ascribe that to seasonality?

And then, secondly, if you look at the active customers that you have in your slides, it really does look like they are starting to flatten out. Is that something you're trying reverse maybe with new investments in the third quarter? Or is that the level of active customers a level that you think is relatively manageable? And is that where you want to maintain it going forward? Thank you.

On the outlook, as Andrew talked about, and I mentioned also in some detail, that the uncertainty around Europe, whether it be macroeconomic, as well as some of the operational stuff that we're working on and technology rollout, et cetera. All of those things, with uncertainty, we want to give ourselves room to make the appropriate investments to really continue to make what is a significant portion of our business succeed.

And so we want to give ourselves room with that kind of uncertainty. And we feel like that the forecast that we put forth accurately reflects that uncertainty and the ability to make those investments.

We've seen our active customers grow over 60% year-over-year. So it continues to be healthy growth and in line with the type of revenue growth that we're seeing. While at the same time we've reduced our marketing spend by over 50% in that same period. Absolutely we continue to make investments in driving that active customer number. We talked about some of them last quarter that continued to be a work in progress, such as our hyper-local initiative to increase the quality of our deal selection. And so we're happy with the growth that we continue to see.

Mark May of Barclays.

We had noticed that the size of the sales force declined both in the US and in Europe in the quarter. Can you explain what drove that and what we should expect going forward? Secondly, can you walk us through your thinking on how best to allocate deal real estate? And if the substitution of real estate from local deals to Goods deals should be viewed as a reduction in the opportunity in the local deal space? How do these tradeoffs compare? Metrics like conversion rate, contribution margin, how do they compare between the various product offers that you have available to you?

First on the sales force decline, there's a lot of people in that sales force number that are sales support and not front-line sales representatives. We've spoken in the past about the investments that we've started making to improve our internal operations instead of just applying our technology to improve the consumer and merchant experience. And we're starting to see a lot of those bear fruit.

They allow us to increase the productivity of our sales force and scale the Company without making corollary investments in headcount. So we expect to see the benefits, the productivity benefits, of technology improve in the quarters to come.

To talk about how we allocate deal real estate, the real estate of our email, it's a combination of the contribution margin generated by deals and strategic investments that we're looking to make. So when we launch a new channel like Goods that we're trying to get on the radar of our customers, then we might make a disproportionate investment that has short-term revenue impact to get it on the radar and start doing cross-channel sales.

So all those things end up going into the calculus. Something we'll obviously get more and more sophisticated on over time. It absolutely does not reflect a lack of opportunity in the local channel. Local commerce is the biggest market out there. We have the strongest competitive position in local. And we're continuing to make the majority of our investments in improving our eCommerce experience.

Clay Moran of Benchmark.

Just wanted to follow-up on the cash flow outlook for the third quarter. Are you basically saying that due to macro uncertainty you might need to ramp up marketing? Or where would these investments come that would enable you to reach your revenue target? And then, secondly, how about buying back some stock at these levels? How do you feel about the value of the Company and potentially putting your capital to work?

I'll take the second part first. We don't have anything to announce on a share buyback at this time. And if that changes we'll certainly let you guys know. In terms of the question related to the outlook, I'm sorry, you said it was on marketing or cash flow?

I'm just looking at your cash flow outlook and its down sequentially. You talked about uncertainty and making investments. What investments would you be making to reach your revenue goals then in that macroeconomic environment?

Cash flow is down sequentially, primarily due to FX. So we actually had about $20 million. I think it was $72 million in Q1, down to $49 million in Q2, a $25 million impact on FX. So FX neutral it would have been about flat to up slightly.

In terms of whatever investments we would make in Q3, the marketing outlook, I would say, at this point, we've talked in the past about having a long-term target of roughly 20%. We continue to believe in that target, but we are also very focused on evaluating the ROIs and making sure that we're getting efficient spend.

So at this point, marketing came in lower than that. But as we continue to look at each of our different markets, that number certainly could go up in the future. In terms of the guidance for Q3, we did include our current marketing assumptions as part of the operating income forecast.

Can you give us any more sense of anything more on a stock buyback? Are you going to be more open-minded than some of your peers? And how do you approach potentially looking at buying back stock or using your capital? Can you give us any sense on your philosophy or anything?

We can just tell you that we're always looking to optimize our capital structure. And we have nothing to announce at this time.

Okay, thanks.

Ross Sandler of Deutsche Bank.

Just two quick questions. First on marketing and then on cash flow. Can you just talk generally about the relative increase in return that you're seeing on your marketing when you shift the model from email acquisition to transaction marketing? And has that shift happened in your international markets? Or is that mostly a domestic initiative at this point in terms of the transaction-based marketing?

And then, Jason, I think you mentioned you're adjusting payable terms for some of your international merchants. Does this include changes to how breakage is being handled in any markets? And how could these changes broadly affect your free cash flow run rate going forward? Thanks.

Like I said earlier, we've increased our revenues year-over-year, while at the same time reducing our marketing spend by over 50%. And this is a company that historically has been optimized for hyper growth, just as it was with the sales force. We haven't been shy about using people to solve problems and keep holding on to the tail of the rocket ship.

As we scale, and some of our technology resources catch up with our sales hiring, we're able to invest in what remains low-hanging fruit to optimize our internal operations in sales and marketing spend. And get a lot of efficiency gains as a result.

So we're really still in the stage where we're rolling out basic nuts and bolts, marketing, bid automation tools. Replacing dozens of human being that are crunching through Excel spreadsheets every day in order to measure the ROI of different channels, and with some basic technologies. As we roll more and more of those out, then we expect to see continued improvements in efficiency and reduction in the cost of acquiring new customers.

Really, we're still in the early innings of a shift towards transactional advertising, which just as much as dependent on technology is dependent on increasing our deal selection. We shared that number. That our number of active deals has increased from 600 to over 8,000, largely due to the efforts -- this is in North America -- due to the efforts of Deal Bank in the last year.

So most of the efficiency gains that you've seen have come through other sources than the shift to transactional advertising. And once that starts to kick in, in the quarters to come, we expect that to be yet another driver of an increase in marketing efficiency.

And then on the question on merchant payables. The overall terms, as I said in the prepared remarks, we do evaluate it on a deal-by-deal and by country basis, with the idea that we need to insure that we're getting the best merchants. And have the right balance between customer and merchant value. So at this point, I can't talk about what's going to happen beyond the next quarter.

Our expectation is the working capital contributions in Q3 should be relatively consistent with what we have seen over the past couple of quarters. With things like breakage and things like moving to deal terms that are more like the US, and shorter AP days, cycles, that certainly is something that may occur over time. As you could see in the current quarter's AP days, it's not happening really thus far. We'll certainly update you as we see those trends change.

Okay, thanks guys.

Jason Maynard of Wells Fargo.

I just wanted to drill a little bit more into the European commentary. And was just hoping to get some additional color around maybe mobile adoption and usage in the US versus EMEA, if that is part of that mix that you're talking about. And then also your sense in terms of your caution on Q3. Just help me understand, is it more macro related? Is it more making the readjustments? And when you've been bringing the FX piece of it, how much of the FX impact are you banking on, either dollar or percentage amount, again in Q3?

The root cause of the issues that we're having in Europe, some of it appears to be macro. The evidence we have for that is that the higher price point deals, deals that go from over $100 or so, we've seen a disproportionate drop in popularity. And that's the main mix shift that we're talking about, more than a mix differential between desktop and mobile purchasing behavior. There certainly is a mix.

We're under-penetrated in Europe and most of the rest of the world as compared to the United States on mobile devices. And we see that as a large opportunity. As I've said, our average customer on mobile device spends about 50% more than on the desktop. So that's one of the areas where we are investing in Europe and the international is increasing our mobile penetration, bringing it into parity with what we're seeing in the US.

On the FX aspects, basically we forecast that the spot rate through the current point in the quarter, obviously there's 48 different countries and I think it's 35 different currencies that we trade in, or that we operate in. So there's going to be a lot of movement, just like we saw last quarter.

When we gave guidance, we expected $550 million to $590 million in revenue. We came in at $568 million. But since that point, we actually saw FX headwind of over $80 million. And so what happens going forward is, not sure what will happen, but whatever it is, it probably won't be flat. But we'll obviously provide updates next quarter of what the impact was.

Great, thank you.

Spencer Wang of Credit Suisse.

In terms of direct revenue, can you give us a sense of what the gross margins look like on the direct revenue piece? And are you guys economically indifferent between third party versus direct revenue? Or do things like the customer experience and shipping times factor into the thought process in terms of how you optimize the economics?

Secondly, in terms of Europe and some of the technology investments, Andrew, can you just give us a sense of the scope? Is this a one-quarter type of investment issue or can we see CSOI margins start growing sequentially again in the fourth quarter?

On the gross margin direct revenue, we don't provide that. It does differ by channel. And as I mentioned, there's travel deals, there's movie tickets, there's physical goods and Groupon Goods. And so, because we don't break out those channels, and because those are very competitive industries, we don't provide the margins. I will say, after having at least spent a fair amount of time in eCommerce, we are very happy with the margins that we have in those categories, along, of course, with the growth that we've seen.

I think you asked do we have a preference. And I think, in general, we did not have the infrastructure to be able to actually take title to inventory and then be able to control the customer experience, from being able to really control price as well as to control the quantity that we can purchase, and therefore the amount that we can sell. And then, of course, insuring that it's a shifting cycle time that we think provides the right customer experience.

And so we certainly like to control those aspects as much as possible. It's not quite as simple as what treatment do you want. It really comes down to, there's a number of suppliers that we work with, as we've gotten larger, that don't even have the capability to sell stuff on their own. So typical OEM manufacturers or other direct relationships, we need to sell on that direct basis because that's the only way they sell.

There's also a number of distributors in the other merchants that do sell on their own. And so if there's not going to be economic benefit and ability to improve the customer experience, then we're not going to take title to it. So we try to manage it on what's the first right for the customer and, second, is there an ability for the merchant to be able to sell it on their own or not. So those are the considerations we take.

Ultimately, we really optimize for overall margin and profit dollars and cash flow dollars. And so we're not just worried about what the margin percentages are that we're trying to optimize. It's total dollar per transaction and per site visit, actually.

On the European tech investments we're making, first, we've provided guidance for Q3 and that's all that we're prepared to comment on at this time. What I can tell you is we have six different technology platforms around the globe, all at various states of sophistication. We have a goal to integrate these platforms so that we can leverage innovations and deploy innovations globally as fast as we're doing in the US.

But anyone with any history of projects like that know that they aren't one-quarter changes. And it would be foolish for me to speculate on exactly how long they're going to take. However, all those changes, the completion of that integration process is not a blocker to continue to make progress in Europe and around the rest of the world.

Even this quarter we're making a lot of progress. We're expecting to launch -- SmartDeals actually launches in our top 10 markets in the UK this week. We're planning to launch in an additional five countries by the end of the quarter. That also includes Deal Bank, the technology that allows us to increase our active deal counts by an order of magnitude in the last six months.

We'll also be deploying Merchant Center, Groupon Scheduler, our Subscription Center, and a number of internal sales productivity tools internationally this quarter that we've built for the US. So we've really done a shift in our R&D resources to make sure that they better reflect the balance or even an over-index towards Europe, of where revenue is being generated.

Thanks, guys.

Shawn Milne of Janney Capital Markets.

I wanted to go back to the commentary on the physical side of direct business. What are some of the other things you need to add to continue to grow that business from a setting up that network of OEM companies? And would you actually entertain potentially building out some fulfillment infrastructure? Just walk through why you see a bigger sustainable opportunity in a market with so many bigger players in that market.

And then maybe a little bit more on the housekeeping side, Jason, last time we were out there you were looking for a Chief Accounting Officer and building up some of your back-end folks to make sure we're getting the right metrics and what-not. Can you just give us an update on that? Thanks.

What else do we need to build in order to get Groupon Goods going? I'll tell you, the success that we've had in Groupon Goods is a reflection of the power of the consumer brand that we built through our local business. Our customers think of us as a way to find unbeatable deals on great stuff. And we are able to transfer that same value proposition from spa packages to home yogurt kits. I think we're selling one of those today. For $15 you can make your own artisan yogurt.

We've been able to do that largely off of the brand that we've built and the internal infrastructure for procuring great deals. It reminds me of the very early days of our local business where consumer demand outpaced the technology offering that we had. We still don't have a lot of basics that we think will drastically improve the customer experience. We don't have a very shoppable marketplace where customers can come and pull deals. We only really allow customers to engage with the goods deals on our terms via emails that we're sending every week. So there's an awful lot to do.

And the value proposition, the brand that we've built of offering unbeatable deals on high-quality stuff, and having the trust of our customers we think is what's at the source of the success that we've had thus far. And we think that we can continue to look for success in the future.

And then relating to the back-office progress. In terms of the Chief Accounting Officer progress, we just don't comment on personal matters until we make a formal announcement. Definitely we would like to let the team know before we do anything. And we'll certainly be updating on that when we have something to say.

And then in terms of the other hires and actions, we're very happy with the additions we've made. We've added some very experienced folks across a number of our largest countries in South America and Europe. And have made a lot of progress. So we feel like we're in great shape and have come a long way.

Justin Post of Bank of America Merrill Lynch.

Thank you for breaking out the first-party sales and direct sales. Now that those are becoming an increasingly large portion of revenues, do you think a better way to measure the business might be gross profit versus revenues? And maybe you could think about guiding that versus revenues? And then, secondly, given that it is helping revenues, maybe you could talk a little bit about the health of the US or local business. Just how are merchant repeat rates and how are take rates trending?

On the revenue recognition, yes, it was material this quarter, so we're changing our disclosures to reflect that. In terms of the gross margin as being the way to look at it, I think that would make sense. However, it would require us to break out the cost of goods sold, which right now are booked in the cost of revenue. We're not breaking that out right now because there's a lot of competition in these channels. And so, to break that out would give some information there that could be competitively useful.

But then also we do combine a variety of channels so it might also be a little bit confusing, because it would be combining the travel and some of the daily deal stuff, like the movie tickets that I mentioned, as well as physical goods. So I think, theoretically, I understand what you're suggesting but I don't know that it's necessarily going to provide the best answer. What I did give in the first question was to provide what the growth would have been excluding the direction of the revenue impact. That should be helpful in being able to try to estimate the numbers you're looking for.

Regarding revenue or the take rates, on a mix adjusted basis, the take rates were very consistent. In terms of the G1 business, they were very consistent globally. And I think what you see is movement that's now the combination of some of the revenue recognition differences between the direct and third-party. And of course also some of the mix by categories, as each of our channels does have an inherently different mix.

The North American business is strong. Like I mentioned, we're seeing 66% year-over-year growth. All of the repeat rates, the take rates haven't changed materially from the last numbers that we've disclosed. Mobile penetration continues to be strong. As far as we know, we have the largest percentage of transactions occurring on mobile devices of any major eCommerce company. Which makes us extraordinarily well-positioned as we make this transition towards becoming the local commerce operating system.

So we feel great about the business, we feel great about our competitive position. And the foundation that we have now that we can use to further introduce the infrastructure for a local eCommerce ecosystem, not just in the United States but throughout the world.

Thank you. This ends the Q&A portion of today's conference. Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect and have a wonderful day.