Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-35335 | |
Entity Registrant Name | Groupon, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0903295 | |
Entity Address, Address Line One | 35 West Wacker Drive | |
Entity Address, Address Line Two | 25th Floor | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601 | |
City Area Code | (773) | |
Local Phone Number | 945-6801 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | GRPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Smaller Reporting Company | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,540,752 | |
Entity Central Index Key | 0001490281 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 158,717 | $ 141,563 |
Accounts receivable, net | 49,469 | 50,373 |
Prepaid expenses and other current assets | 63,538 | 63,647 |
Assets held-for-sale | 5,172 | 0 |
Total current assets | 276,896 | 255,583 |
Property, equipment and software, net | 25,793 | 30,530 |
Right-of-use assets - operating leases, net | 2,696 | 2,197 |
Goodwill | 178,685 | 178,685 |
Intangible assets, net | 4,879 | 11,404 |
Investments | 74,823 | 74,823 |
Deferred income taxes | 11,445 | 11,639 |
Other non-current assets | 5,309 | 6,095 |
Total assets | 580,526 | 570,956 |
Current liabilities: | ||
Short-term borrowings | 0 | 42,776 |
Accounts payable | 8,892 | 15,016 |
Accrued merchant and supplier payables | 191,886 | 209,423 |
Accrued expenses and other current liabilities | 96,528 | 101,939 |
Total current liabilities | 297,306 | 369,154 |
Convertible senior notes, net | 226,862 | 226,470 |
Operating lease obligations | 1,451 | 2,382 |
Other non-current liabilities | 13,482 | 13,262 |
Total liabilities | 539,101 | 611,268 |
Commitments and contingencies (see Note 6) | ||
Stockholders' equity (deficit) | ||
Common Stock, par value $0.0001 per share, 100,500,000 shares authorized; 49,272,332 shares issued and 38,978,215 shares outstanding at March 31, 2024; 42,147,266 shares issued and 31,853,149 shares outstanding at December 31, 2023 | 5 | 4 |
Additional paid-in capital | 2,419,282 | 2,337,565 |
Treasury stock, at cost, 10,294,117 shares at March 31, 2024 and December 31, 2023 | (922,666) | (922,666) |
Accumulated deficit | (1,462,158) | (1,449,887) |
Accumulated other comprehensive income (loss) | 6,705 | (5,647) |
Total Groupon, Inc. stockholders' equity (deficit) | 41,168 | (40,631) |
Noncontrolling interests | 257 | 319 |
Total equity (deficit) | 41,425 | (40,312) |
Total liabilities and equity (deficit) | $ 580,526 | $ 570,956 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,500,000 | 100,500,000 |
Common stock, shares issued (in shares) | 49,272,332 | 42,147,266 |
Common stock, shares outstanding (in shares) | 38,978,215 | 31,853,149 |
Treasury stock (in shares) | 10,294,117 | 10,294,117 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 123,084 | $ 121,611 |
Cost of revenue | 12,527 | 16,900 |
Gross profit | 110,557 | 104,711 |
Operating expenses: | ||
Marketing | 28,809 | 24,848 |
Selling, general and administrative | 74,282 | 101,634 |
Restructuring and related charges | 96 | 8,794 |
Total operating expenses | 103,187 | 135,276 |
Income (loss) from operations | 7,370 | (30,565) |
Other income (expense), net | (12,682) | 3,070 |
Income (loss) before provision (benefit) for income taxes | (5,312) | (27,495) |
Provision (benefit) for income taxes | 6,194 | 1,118 |
Net income (loss) | (11,506) | (28,613) |
Net (income) loss attributable to noncontrolling interests | (765) | (534) |
Net income (loss) attributable to Groupon, Inc. | $ (12,271) | $ (29,147) |
Earnings Per Share [Abstract] | ||
Basic net income (loss) per share (in usd per share) | $ (0.33) | $ (0.95) |
Diluted net income (loss) per share (in usd per share) | $ (0.33) | $ (0.95) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Basic weighted average number of shares outstanding (in shares) | 37,709,971 | 30,676,145 |
Diluted weighted average number of shares outstanding (in shares) | 37,709,971 | 30,676,145 |
Comprehensive income (loss): | ||
Net income (loss) | $ (11,506) | $ (28,613) |
Other comprehensive income (loss): | ||
Net change in unrealized gain (loss) on foreign currency translation adjustments | 12,352 | (5,848) |
Comprehensive income (loss) | 846 | (34,461) |
Comprehensive (income) loss attributable to noncontrolling interest | (765) | (534) |
Comprehensive income (loss) attributable to Groupon, Inc. | $ 81 | $ (34,995) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Total Groupon, Inc. Stockholders' Equity (Deficit) | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2022 | 40,786,996 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | (10,294,117) | |||||||
Beginning balance at Dec. 31, 2022 | $ 8,858 | $ 8,475 | $ 4 | $ 2,322,672 | $ (922,666) | $ (1,394,477) | $ 2,942 | $ 383 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income (loss) | (34,461) | (34,995) | (29,147) | (5,848) | 534 | |||
Vesting of RSUs and PSUs (in shares) | 420,471 | |||||||
Shares issued under employee stock purchase plan (in shares) | 33,803 | |||||||
Shares issued under employee stock purchase plan | 246 | 246 | 246 | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (140,819) | |||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (1,031) | (1,031) | (1,031) | |||||
Stock-based compensation on equity-classified awards | 2,547 | 2,547 | 2,547 | |||||
Distributions to noncontrolling interest holders | (637) | (637) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 41,100,451 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | (10,294,117) | |||||||
Ending balance at Mar. 31, 2023 | (24,478) | (24,758) | $ 4 | 2,324,434 | $ (922,666) | (1,423,624) | (2,906) | 280 |
Beginning balance (in shares) at Dec. 31, 2022 | 40,786,996 | |||||||
Beginning balance (in shares) at Dec. 31, 2022 | (10,294,117) | |||||||
Beginning balance at Dec. 31, 2022 | $ 8,858 | 8,475 | $ 4 | 2,322,672 | $ (922,666) | (1,394,477) | 2,942 | 383 |
Ending balance (in shares) at Dec. 31, 2023 | 31,853,149 | 42,147,266 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | (10,294,117) | (10,294,117) | ||||||
Ending balance at Dec. 31, 2023 | $ (40,312) | (40,631) | $ 4 | 2,337,565 | $ (922,666) | (1,449,887) | (5,647) | 319 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Comprehensive income (loss) | 846 | 81 | (12,271) | 12,352 | 765 | |||
Rights Offering, net of issuance costs (in shares) | 7,079,646 | |||||||
Rights Offering, net of issuance costs | 79,619 | 79,619 | $ 1 | 79,618 | ||||
Vesting of RSUs and PSUs (in shares) | 55,162 | |||||||
Shares issued under employee stock purchase plan (in shares) | 5,388 | |||||||
Shares issued under employee stock purchase plan | 28 | 28 | 28 | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (15,130) | |||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (356) | (356) | (356) | |||||
Stock-based compensation on equity-classified awards | 2,427 | 2,427 | 2,427 | |||||
Distributions to noncontrolling interest holders | $ (827) | (827) | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 38,978,215 | 49,272,332 | ||||||
Ending balance (in shares) at Mar. 31, 2024 | (10,294,117) | (10,294,117) | ||||||
Ending balance at Mar. 31, 2024 | $ 41,425 | $ 41,168 | $ 5 | $ 2,419,282 | $ (922,666) | $ (1,462,158) | $ 6,705 | $ 257 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Operating activities | |||
Net income (loss) | $ (11,506) | $ (28,613) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization of property, equipment and software | 8,071 | 12,387 | |
Amortization of acquired intangible assets | 1,606 | 2,118 | |
Stock-based compensation | 2,374 | 2,363 | |
Foreign currency (gains) losses, net | 9,797 | (4,087) | |
Change in assets and liabilities: | |||
Accounts receivable | 515 | 8,319 | |
Prepaid expenses and other current assets | 3,564 | 3,493 | |
Right-of-use assets - operating leases | 750 | 4,008 | |
Accounts payable | (6,087) | (32,073) | |
Accrued merchant and supplier payables | (16,082) | (29,467) | |
Accrued expenses and other current liabilities | (2,298) | 782 | |
Operating lease obligations | (2,489) | (8,239) | |
Payment for early lease termination | (1,832) | (9,601) | |
Other, net | 3,506 | 2,290 | |
Net cash provided by (used in) operating activities | (10,111) | (76,320) | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (3,709) | (9,544) | |
Proceeds from sale of assets | 116 | 1,088 | |
Acquisitions of intangible assets and other investing activities | (338) | (557) | |
Net cash provided by (used in) investing activities | (3,931) | (9,013) | |
Financing activities | |||
Payments of borrowings under revolving credit agreement | (42,776) | (27,300) | |
Proceeds from Rights Offering, net of issuance costs | 79,619 | 0 | |
Other financing activities | (1,502) | (1,897) | |
Net cash provided by (used in) financing activities | 35,341 | (29,197) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (494) | (148) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,805 | (114,678) | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 167,638 | 281,696 |
Cash, cash equivalents and restricted cash, end of period | [1] | 188,443 | 167,018 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,719 | 2,578 | |
Income tax payments | 1,144 | 1,526 | |
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software | 117 | (4,552) | |
Cash paid for amounts included in the measurement of operating lease liabilities | 2,400 | 18,145 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,264 | $ 0 | |
[1] The following table provides a reconciliation of Cash, cash equivalents and restricted cash shown above to amounts reported within the Condensed Consolidated Balance Sheets as of March 31, 2024, December 31, 2023, March 31, 2023 and December 31, 2022 (in thousands): March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 Cash and cash equivalents $ 158,717 $ 141,563 $ 163,757 $ 281,279 Restricted cash included in prepaid expenses and other current assets 29,726 26,075 3,261 417 Cash, cash equivalents and restricted cash $ 188,443 $ 167,638 $ 167,018 $ 281,696 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restricted Cash [Abstract] | |||||
Cash and cash equivalents | $ 158,717 | $ 141,563 | $ 163,757 | $ 281,279 | |
Restricted cash included in prepaid expenses and other current assets | 29,726 | 26,075 | 3,261 | 417 | |
Cash, cash equivalents and restricted cash | [1] | $ 188,443 | $ 167,638 | $ 167,018 | $ 281,696 |
[1] The following table provides a reconciliation of Cash, cash equivalents and restricted cash shown above to amounts reported within the Condensed Consolidated Balance Sheets as of March 31, 2024, December 31, 2023, March 31, 2023 and December 31, 2022 (in thousands): March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 Cash and cash equivalents $ 158,717 $ 141,563 $ 163,757 $ 281,279 Restricted cash included in prepaid expenses and other current assets 29,726 26,075 3,261 417 Cash, cash equivalents and restricted cash $ 188,443 $ 167,638 $ 167,018 $ 281,696 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and its subsidiaries, which commenced operations in October 2008, is a global scaled two-sided marketplace that connects consumers to merchants by offering goods and services, generally at a discount. Consumers access those marketplaces through our mobile applications and our websites. Our operations are organized into two segments: North America and International. See Note 13, Segment Information , for more information. Unaudited Interim Financial Information We have prepared the accompanying Condensed Consolidated Financial Statements pursuant to the rules and regulations of the SEC for interim financial reporting. These Condensed Consolidated Financial Statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss), Cash Flows and Stockholders' Equity (Deficit) for the periods presented. These Condensed Consolidated Financial Statements and notes should be read in conjunction with the audited Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Reclassifications Certain reclassifications have been made to the Condensed Consolidated Financial Statements of prior periods to conform to the current period presentation. Adoption of New Accounting Standards There were no new accounting standards adopted during the three months ended March 31, 2024. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | GOODWILL AND LONG-LIVED ASSETS Goodwill As of March 31, 2024 and December 31, 2023, the balance of our goodwill was $178.7 million. There was no goodwill activity during the three months ended March 31, 2024. All goodwill is within our North America segment. Long-Lived Assets In March 2024, we entered into an agreement with a third party to sell the rights to certain intangible assets in exchange for cash consideration of $10.0 million, subject to license-back provisions that permit continued use of the assets in the ordinary course of our business. The sale was completed in April 2024. The assets are within our North America segment and are classified as held-for-sale as of March 31, 2024 on the Condensed Consolidated Balance Sheets. The following table summarizes intangible assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 18,683 $ 18,460 $ 223 $ 18,842 $ 17,944 $ 898 Trade names 9,438 8,814 624 9,459 8,753 706 Patents (1) 1,250 820 430 13,235 7,237 5,998 Other intangible assets 9,314 5,712 3,602 9,318 5,516 3,802 Total $ 38,685 $ 33,806 $ 4,879 $ 50,854 $ 39,450 $ 11,404 (1) The change in the net carrying value is primarily due to certain intangible assets being classified as held-for-sale. Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 10 years. Amortization expense related to intangible assets was $1.6 million and $2.1 million for the three months ended March 31, 2024 and 2023. As of March 31, 2024, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2024 $ 1,235 2025 1,253 2026 975 2027 816 2028 600 Thereafter — Total $ 4,879 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS As of March 31, 2024 and December 31, 2023, our carrying value in other equity investments was $74.8 million, which relates to our non-controlling equity interest in SumUp and our available-for-sale securities and fair value option investments had a carrying value of zero. There were no changes in fair value of our investments for the three months ended March 31, 2024. The following table summarizes our percentage ownership in our investments as of the dates noted below: March 31, 2024 and December 31, 2023 Other equity investments 1% to 19% Available-for-sale securities 1% to 19% Fair value option investments 10% to 19% |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 15,327 $ 9,799 Income taxes receivable 4,964 5,349 Deferred cloud implementation costs, net 7,769 14,627 Restricted cash (1) 29,726 26,075 Other 5,752 7,797 Total prepaid expenses and other current assets $ 63,538 $ 63,647 (1) Primarily consists of cash collateral related to our letters of credit. See Note 5, Financing Arrangements for additional information . The following table summarizes Other non-current assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Deferred contract acquisition costs, net $ 2,793 $ 2,940 Other 2,516 3,155 Total other non-current assets $ 5,309 $ 6,095 The following table summarizes Accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Refund reserve $ 4,932 $ 4,445 Compensation and benefits 12,091 10,717 Accrued marketing 6,802 8,771 Customer credits 25,462 26,595 Operating lease obligations 4,781 7,121 Other 42,460 44,290 Total accrued expenses and other current liabilities $ 96,528 $ 101,939 The following table summarizes Other non-current liabilities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Contingent income tax liabilities $ 9,612 $ 9,373 Deferred income taxes 2,504 2,525 Other 1,366 1,364 Total other non-current liabilities $ 13,482 $ 13,262 The following table summarizes Other income (expense), net for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Interest income $ 1,042 $ 4,471 Interest expense (2,009) (5,621) Foreign currency gains (losses), net and other (11,715) 4,220 Total other income (expense), net $ (12,682) $ 3,070 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Convertible Senior Notes due 2026 The 2026 Notes bear interest at a rate of 1.125% per annum, payable semiannually in arrears on March 15 and September 15 of each year, with an annual effective interest rate of 1.83%. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. The carrying amount of the 2026 Notes consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Principal amount $ 230,000 $ 230,000 Less: debt discount (3,138) (3,530) Net carrying amount of liability $ 226,862 $ 226,470 We classified the fair value of the 2026 Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2026 Notes and our cost of debt. The estimated fair value of the 2026 Notes as of March 31, 2024 and December 31, 2023 was $181.3 million and $141.9 million and was determined using a lattice model. During the three months ended March 31, 2024 and 2023, we recognized interest costs on the 2026 Notes as follows (in thousands): Three Months Ended March 31, 2024 2023 Contractual interest $ 730 $ 647 Amortization of debt discount 391 384 Total $ 1,121 $ 1,031 Capped Call Transactions In connection with the 2026 Notes, we entered into privately-negotiated capped call transactions. The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the 2026 Notes. The capped call transactions are expected generally to reduce potential dilution to our common stock upon any conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap initially equal to $104.80 (which represents a premium of 100% over the last reported sale price of our common stock on The Nasdaq Global Select Market on March 22, 2021), subject to certain adjustments under the terms of the capped call transactions. Revolving Credit Agreement In February 2024, we prepaid $43.1 million to terminate all commitments to access further credit under the Credit Agreement using a portion of the $80.0 million in proceeds received from the Rights Offering. The Payoff Amount included $42.8 million in principal, $0.1 million in interest and $0.2 million in fees. The terms of the Rights Offering permit the Company to use the proceeds for general corporate purposes, including the repayment of debt. We were not subject to any early termination penalties under the Credit Agreement. The payment of the Payoff Amount terminated our obligations under the Credit Agreement, except for ordinary and customary survival terms. In addition, we retained access to letters of credit, originally available under the Credit Agreement, pursuant to our pre-existing Cash Collateral Agreement. Amounts committed to letters of credit and outstanding borrowings under the Credit Agreement as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, 2024 December 31, 2023 Letters of credit (1) $ 25,102 $ 25,200 Borrowings — 42,776 (1) Pursuant to the Cash Collateral Agreement, cash collateral is required for all letters of credit and treated as restricted cash on the Condensed Consolidated Balance Sheets. See Note 4, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information , for additional information . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our contractual obligations and commitments as of March 31, 2024 and through the date of this report, did not materially change from the amounts set forth in our 2023 Annual Report on Form 10-K. Legal Matters and Other Contingencies From time to time, we are party to various legal proceedings incident to the operation of our business. For example, we currently are involved in proceedings brought by merchants, employment and related matters, intellectual property infringement suits, customer lawsuits, stockholder claims relating to U.S. securities law, consumer class actions and suits alleging, among other things, violations of state consumer protection or privacy laws. A Groupon subsidiary in Italy is presently litigating a tax dispute with the Italian tax authorities relating to a $119.3 million assessment. The subsidiary has lodged a second-level appeal and also has the ability to challenge the assessment in an international Mutual Agreement Proceeding if it does not prevail in the Italian courts. A hearing on the second-level appeal is scheduled for July 9, 2024. The company continues to believe that the assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit. The subsidiary continues to vigorously defend itself in this matter and believes it will prevail on the merits of the case. Refer to Note 10, Income Taxes for additional information. In June 2023, Groupon was granted final approval of a settlement that resolved four shareholder derivative lawsuits in relation to a previously settled lawsuit that alleged that Groupon and certain of its officers made materially false and/or misleading statements or omissions regarding its business, operations and prospects, specifically as it relates to reiterating its full year guidance on November 4, 2019 and the Groupon Select program. Under the settlement, Groupon agreed to undertake certain corporate reforms. The Court awarded attorneys' fees in the amount of $950,000 to Plaintiffs' counsel. That amount was covered under Groupon's insurance policies and was paid directly by Groupon's insurance carriers in July 2023. In addition, third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to intellectual property disputes, including patent infringement claims, and expect that we will continue to be subject to intellectual property infringement claims as our services expand in scope and complexity. In the past and/or at present, we have litigated patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which involved or could have involved potentially substantial claims for damages or injunctive relief. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and we become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws may be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in our methods of doing business or the goods we sell, or could require us to enter into costly royalty or licensing agreements. We also are subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy-related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require us to change our business practices, sometimes in expensive ways. We are also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where we conduct our business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, require us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, materially damage our brand or reputation, or otherwise harm our business. We establish an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management's best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. Our accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In connection with the disposition of our operations in Latin America in 2017, we recorded $5.4 million in indemnification liabilities for certain tax and other matters upon the closing of the transactions as an adjustment to the net loss on the dispositions within discontinued operations at their fair value. We estimated the indemnification liabilities using a probability-weighted expected cash flow approach. Our remaining indemnification liabilities were $2.8 million as of March 31, 2024. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of March 31, 2024 were approximately $11.7 million. In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions. We may also become more vulnerable to claims as we expand the range and scope of our services and are subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, we have entered into indemnification agreements with our officers, directors and underwriters, and our bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. Except as noted above, it is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that we have made under these agreements have not had a material impact on our operating results, financial position or cash flows. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS Groupon, Inc. Incentive Plan In August 2011, we established the 2011 Plan under which options, RSUs and PSUs for up to 13,775,000 shares of Common Stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee. As of March 31, 2024, 2,881,548 shares of common stock were available for future issuance under the 2011 Plan. Restricted Stock Units The RSUs generally have vesting periods between one The table below summarizes RSU activity for the three months ended March 31, 2024: RSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 745,840 $ 10.61 Granted 31,075 16.54 Vested (55,162) 10.47 Forfeited (20,859) 20.95 Unvested at March 31, 2024 700,894 $ 10.58 As of March 31, 2024, $3.3 million of unrecognized compensation costs related to unvested RSUs are expected to be recognized over a remaining weighted-average period of 0.54 years. Stock Options On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $0.95, a strike price of $6.00 and vesting over two years. The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period. The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0 % Risk-free interest rate 4.1 % Expected term (in years) 2 Expected volatility 78.2 % The table below summarizes stock option activity for the three months ended March 31, 2024: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 2,187,500 $ 6.00 2.25 14,963 Exercised — — — — Outstanding at March 31, 2024 1,750,000 6.00 2.00 12,845 Exercisable at March 31, 2024 1,312,500 $ 6.00 2.00 $ 9,634 As of March 31, 2024, there was $1.7 million of total unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. That cost is expected to be recognized over a weighted-average period of 1.00 year. The total fair value of shares vested during the three months ended March 31, 2024 was $0.4 million. Performance Share Units We have previously granted PSUs that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement. Our existing PSUs are subject to continued service through the period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. Based on our financial and operational results for the year ended December 31, 2023, 422,363 shares became issuable upon vesting of PSUs following the Compensation Committee's certification in April 2024. The table below summarizes PSU activity for the three months ended March 31, 2024: PSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 506,324 $ 6.34 Granted — — Vested — — Forfeited (7,423) 5.91 Unvested at March 31, 2024 498,901 $ 6.35 As of March 31, 2024, $0.3 million of unrecognized compensation costs related to unvested PSUs are expected to be recognized over a remaining weighted-average period of 0.08 years. Rights Offering In November 2023, the Board approved an $80.0 million fully backstopped Rights Offering to our stockholders of record of our Common Stock, as of the close of business on November 20, 2023. The Rights Offering was made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The Expiration Date for the subscription period for the Rights Offering ended on January 17, 2024. The Rights Offering was fully backstopped by Pale Fire Capital SICAV a.s., the Backstop Party, an entity affiliated with (i) Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party had a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date of the Rights Offering and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering. On January 22, 2024, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock, par value $0.0001 per share. Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating $80.0 million in gross proceeds, less issuance costs incurred. As detailed below, the Rights Offering was oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges, well exceeded $80.0 million, the maximum aggregate offering size of the Rights Offering. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Refer to Note 13, Segment Information , for revenue summarized by reportable segment and category for the three months ended March 31, 2024 and 2023. Customer Credits We issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds and, to a lesser extent, for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the three months ended March 31, 2024 (in thousands): Customer Credits Balance as of December 31, 2023 $ 26,595 Credits issued 15,728 Credits redeemed (1) (15,910) Breakage revenue recognized (885) Foreign currency translation (66) Balance as of March 31, 2024 $ 25,462 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. Customer credits are typically used within one year of issuance. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized on a straight-line basis over the expected period of the merchant arrangement, generall y from 12 to 18 months . De ferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the Condensed Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, deferred contract acquisition costs were $3.7 million and $3.9 million. The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. We amortized $1.5 million and $2.3 million of deferred contract acquisition costs for the three months ended March 31, 2024 and 2023. Allowance for Expected Credit Losses on Accounts Receivable Accounts receivable primarily represents the net cash due from credit card and other payment processors and from merchants and performance marketing networks for commissions earned on consumer purchases. The carrying amount of receivables is reduced by an allowance for expected credit losses that reflects management's best estimate of amounts that will not be collected. We establish an allowance for expected credit losses on accounts receivable based on identifying the following customer risk characteristics: size, type of customer and payment terms offered in the normal course of business. Receivables with similar risk characteristics are grouped into pools. For each pool, we consider the historical credit loss experience, current economic conditions, bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses. The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the three months ended March 31, 2024 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2023 $ 2,856 Change in provision (56) Write-offs (83) Foreign currency translation (15) Balance as of March 31, 2024 $ 2,702 Variable Consideration for Unredeemed Vouchers |
RESTRUCTURING AND RELATED CHARG
RESTRUCTURING AND RELATED CHARGES | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND RELATED CHARGES | RESTRUCTURING AND RELATED CHARGES In August 2022 and April 2020, we initiated Board-approved restructuring plans. Costs incurred related to the restructuring plans are classified as Restructuring and related charges on the Condensed Consolidated Statements of Operations. The restructuring activities are summarized by plan in the sections below. 2022 Restructuring Plan In August 2022, we initiated the 2022 Cost Savings Plan, a multi-phase cost savings plan designed to reduce our expense structure to align with our go-forward business and financial objectives. The 2022 Cost Savings Plan included the 2022 Restructuring Plan, approved by our Board in August 2022. The 2022 Restructuring Plan, including the first phase initiated August 2022, second phase initiated January 2023 and the third phase initiated July 2023 is expected to include an overall reduction of approximately 1,150 positions globally through natural attrition or involuntary termination. The majority of these reductions were completed as of March 31, 2023 and the remainder expected to occur by the end of 2024. In connection with these actions, we expect to record total pre-tax charges of $22.0 million to $24.1 million. A majority of the pre-tax charges have been paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We have incurred total pre-tax charges of $21.2 million since the inception of the 2022 Restructuring Plan. The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 55 $ 1 $ 56 International (227) — (227) Consolidated $ (172) $ 1 $ (171) (1) The employee severance and benefits costs for the three months ended March 31, 2024 are related to the termination of approxim atel y 5 e mployees. Three Months Ended March 31, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 4,440 $ 808 $ 5,248 International 3,733 — 3,733 Consolidated $ 8,173 $ 808 $ 8,981 (1) The employee severance and benefits costs for the three months ended March 31, 2023 are related to the termination of approximately 330 em ployees. The following table summarizes restructuring liability activity for the 2022 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2023 $ 544 $ 44 $ 588 Charges payable in cash and changes in estimate (1) (172) 1 (171) Cash payments (164) (45) (209) Foreign currency translation (35) — (35) Balance as of March 31, 2024 (2) $ 173 $ — $ 173 (1) The credit recorded during the three months ended March 31, 2024 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. (2) Substantially all of the cash payments for the 2022 Restructuring Plan costs have been disbursed. 2020 Restructuring Plan In April 2020, the Board approved the 2020 Restructuring Plan. Our actions under this plan were substantially completed in 2021 and our current and future charges or credits will be from changes in estimates. For additional plan details, see Part II, Item 8, Note 13. Restructuring and Related Charges in our Annual Report on Form 10-K for the year ended December 31, 2023. The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ — $ — $ 157 $ 157 International 15 12 83 110 Consolidated $ 15 $ 12 $ 240 $ 267 Three Months Ended March 31, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ — $ 1 $ 607 $ 608 International (1,046) (56) 307 (795) Consolidated $ (1,046) $ (55) $ 914 $ (187) As part of our 2020 Restructuring Plan, we terminated, vacated or modified several of our leases. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago that expired in January 2024, which required us to pay a fee of $9.6 million with our early termination notice. As of March 31, 2024, all of our leases that were part of the 2020 Restructuring Plan have expired or have been terminated. For the three months ended March 31, 2024, our restructuring activity related to those leases had immaterial activity. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, and other variable lease costs related to the leased facilities vacated as part of our 2020 Restructuring Plan are presented within Restructuring and related charges in the Condensed Consolidated Statements of Operations. As of March 31, 2023, the current and non-current liabilities associated with these leases were presented within Accrued expenses and other current liabilities and Operating lease obligations in the Condensed Consolidated Balance Sheets. The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2023 $ 839 $ 214 $ 1,053 Charges payable in cash and changes in estimate 15 12 27 Cash payments (114) (158) (272) Foreign currency translation (15) 11 (4) Balance as of March 31, 2024 (1) $ 725 $ 79 $ 804 (1) Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items. Provision (benefit) for income taxes and Income (loss) before provision (benefit) for income taxes for the three months ended March 31, 2024 and 2023 were as follows (in thousands): Three Months Ended March 31, 2024 2023 Provision (benefit) for income taxes $ 6,194 $ 1,118 Income (loss) before provision (benefit) for income taxes $ (5,312) $ (27,495) Our U.S. Federal income tax rate is 21%. The primary factor impacting the effective tax rate for the three months ended March 31, 2024 and 2023 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. For the three months ended March 31, 2024 and 2023, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets. We expect that our consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses. We are currently under audit by several foreign jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assess ment for $119.3 million , inclusive of estimated incremental interest from the original Assessment. The subsidiary subject to the Assessment is Groupon S.r.l., one of the Company's Italian subsidiaries with operations relating specifically to the local voucher business in Italy. In December 2023, Groupon S.r.l. received an unfavorable ruling at the lowest court level, but lodged a second-level appeal, based on what it believes to be meritorious defenses to the Assessment. Additionally, Groupon S.r.l. requested a suspension of provisional payment demands of approximately $79.8 million. On April 9, 2024, Groupon S.r.l.'s payment suspension request was denied with an expedited hearing date of July 9, 2024, set for the second-level appeal. After the suspension denial, Groupon S.r.l. is required to post a bond of approximately $27.6 million, due immediately, and unless the appeal has been resolved in Groupon S.r.l's favor by October 22, 2024, an additional $52.2 million will be required to be posted on or before that date. As a result of the immediate payment demands, a lien has been placed on Groupon S.r.l.'s bank account, which currently restricts outgoing payments from such account. The related cash is classified as restricted cash in our Condensed Consolidated Balance Sheets as of March 31, 2024. We believe the denial of the suspension request has no impact on the merits of Groupon S.r.l.'s appeal of the Assessment, therefore, the Company continues to believe that the Assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit. Groupon S.r.l. continues to vigorously defend itself in this matter and believes it will prevail on the merits of the case. Additionally, unrelated to this matter, in February 2024, Groupon S.r.l. received a proposed assessment of approximately $31.6 million related to a 2017 distribution made to its parent entity. We believe this assessment is also without merit and Groupon S.r.l. intends to vigorously defend against such assessment. No liability has been recorded for either tax assessment matter. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of these assessments, we believe it is reasonably possible that reductions of up to $4.2 million in unrecognized tax benefits may occur within the 12 months following March 31, 2024 upon closing of income tax audits or the expiration of applicable statutes of limitations. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations or remit such earnings in a tax-efficient manner. Additionally, an actual repatriation from our non-U.S. subsidiaries could be subject to foreign and U.S. state income taxes. Aside from limited exceptions for which the related deferred tax liabilities recognized as of March 31, 2024 and December 31, 2023 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. In determining fair value, we use valuation approaches within the fair value measurement framework. We have fair value option investments and available-for-sale securities that we measure using the income approach. We have classified these investments as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. There was no material activity in the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2024 and 2023. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment or modified due to an observable price change in an orderly transaction. We did not record any significant nonrecurring fair value measurements for the three months ended March 31, 2024 and 2023. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs, PSUs, ESPP shares, convertible senior notes and capped call transactions. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three months ended March 31, 2024 and 2023 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2024 2023 Basic and diluted net income (loss) per share: Numerator Net income (loss) $ (11,506) $ (28,613) Less: Net income (loss) attributable to noncontrolling interests 765 534 Net income (loss) attributable to common stockholders (12,271) (29,147) Denominator Weighted-average common shares outstanding 37,709,971 30,676,145 Basic and diluted net income (loss) per share: $ (0.33) $ (0.95) The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share: Three Months Ended March 31, 2024 2023 RSUs 762,967 2,353,393 Stock options 3,062,500 — PSUs and other stock-based compensation awards 433,102 101,118 Convertible Senior notes due 2026 (1) 3,376,400 3,376,400 Capped call transactions 3,376,400 3,376,400 Total 11,011,369 9,207,311 (1) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations is adjusted for interest expense, net of tax, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 5, Financing Arrangements , for additional information. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The segment information reported in the tables below reflects the operating results that are regularly reviewed by our chief operating decision maker to assess performance and make resource allocation decisions. Our operations are organized into two segments: North America and International. Our measure of segment profitability is contribution profit, defined as gross profit less marketing expense, which is consistent with how management reviews the operating results of the segments. Contribution profit measures the amount of marketing investment needed to generate gross profit. Other operating expenses are excluded from contribution profit as management does not review those expenses by segment. The following table summarizes revenue by reportable segment and category for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 North America revenue: Local $ 86,460 $ 81,379 Goods 3,078 5,065 Travel 4,596 2,815 Total North America revenue (1) 94,134 89,259 International revenue: Local 24,750 25,265 Goods 2,445 4,246 Travel 1,755 2,841 Total International revenue (1) $ 28,950 $ 32,352 (1) North America includes revenue from the United States of $92.9 million and $87.7 million for the three months ended March 31, 2024 and 2023. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2024 and 2023. Revenue is attributed to individual countries based on the location of the customer. The following table summarizes cost of revenue by reportable segment and category for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 North America cost of revenue: Local $ 8,634 $ 11,387 Goods 416 945 Travel 956 985 Total North America cost of revenue 10,006 13,317 International cost of revenue: Local 1,919 2,623 Goods 406 588 Travel 196 372 Total International cost of revenue $ 2,521 $ 3,583 The following table summarizes contribution profit by reportable segment for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 North America Revenue $ 94,134 $ 89,259 Cost of revenue 10,006 13,317 Marketing 21,782 15,303 Contribution profit 62,346 60,639 International Revenue 28,950 32,352 Cost of revenue 2,521 3,583 Marketing 7,027 9,545 Contribution profit 19,402 19,224 Consolidated Revenue 123,084 121,611 Cost of revenue 12,527 16,900 Marketing 28,809 24,848 Contribution profit 81,748 79,863 Selling, general and administrative 74,282 101,634 Restructuring and related charges 96 8,794 Income (loss) from operations $ 7,370 $ (30,565) The following table summarizes total assets by reportable segment as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Total assets: North America (1) $ 462,504 $ 465,213 International (1) 118,022 105,743 Consolidated total assets $ 580,526 $ 570,956 (1) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (12,271) | $ (29,147) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the Condensed Consolidated Financial Statements of prior periods to conform to the current period presentation. |
Adoption of New Accounting Standards and Recently Issued Accounting Standards | Adoption of New Accounting Standards There were no new accounting standards adopted during the three months ended March 31, 2024. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes intangible assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 18,683 $ 18,460 $ 223 $ 18,842 $ 17,944 $ 898 Trade names 9,438 8,814 624 9,459 8,753 706 Patents (1) 1,250 820 430 13,235 7,237 5,998 Other intangible assets 9,314 5,712 3,602 9,318 5,516 3,802 Total $ 38,685 $ 33,806 $ 4,879 $ 50,854 $ 39,450 $ 11,404 (1) The change in the net carrying value is primarily due to certain intangible assets being classified as held-for-sale. |
Schedule of Estimated Future Amortization Expense | As of March 31, 2024, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2024 $ 1,235 2025 1,253 2026 975 2027 816 2028 600 Thereafter — Total $ 4,879 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments | The following table summarizes our percentage ownership in our investments as of the dates noted below: March 31, 2024 and December 31, 2023 Other equity investments 1% to 19% Available-for-sale securities 1% to 19% Fair value option investments 10% to 19% |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
Schedule of Prepaid and Other Current Assets | The following table summarizes Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Prepaid expenses $ 15,327 $ 9,799 Income taxes receivable 4,964 5,349 Deferred cloud implementation costs, net 7,769 14,627 Restricted cash (1) 29,726 26,075 Other 5,752 7,797 Total prepaid expenses and other current assets $ 63,538 $ 63,647 (1) Primarily consists of cash collateral related to our letters of credit. See Note 5, Financing Arrangements for additional information . |
Schedule of Other Non-Current Assets | The following table summarizes Other non-current assets as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Deferred contract acquisition costs, net $ 2,793 $ 2,940 Other 2,516 3,155 Total other non-current assets $ 5,309 $ 6,095 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes Accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Refund reserve $ 4,932 $ 4,445 Compensation and benefits 12,091 10,717 Accrued marketing 6,802 8,771 Customer credits 25,462 26,595 Operating lease obligations 4,781 7,121 Other 42,460 44,290 Total accrued expenses and other current liabilities $ 96,528 $ 101,939 |
Schedule of Other Non-current Liabilities | The following table summarizes Other non-current liabilities as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Contingent income tax liabilities $ 9,612 $ 9,373 Deferred income taxes 2,504 2,525 Other 1,366 1,364 Total other non-current liabilities $ 13,482 $ 13,262 |
Schedule of Other Income (Expense) | The following table summarizes Other income (expense), net for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Interest income $ 1,042 $ 4,471 Interest expense (2,009) (5,621) Foreign currency gains (losses), net and other (11,715) 4,220 Total other income (expense), net $ (12,682) $ 3,070 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The carrying amount of the 2026 Notes consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Principal amount $ 230,000 $ 230,000 Less: debt discount (3,138) (3,530) Net carrying amount of liability $ 226,862 $ 226,470 |
Schedule of Interest Costs on Notes | During the three months ended March 31, 2024 and 2023, we recognized interest costs on the 2026 Notes as follows (in thousands): Three Months Ended March 31, 2024 2023 Contractual interest $ 730 $ 647 Amortization of debt discount 391 384 Total $ 1,121 $ 1,031 |
Schedule of Amounts Committed to Outstanding Borrowings and Letters of Credit | Amounts committed to letters of credit and outstanding borrowings under the Credit Agreement as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, 2024 December 31, 2023 Letters of credit (1) $ 25,102 $ 25,200 Borrowings — 42,776 (1) Pursuant to the Cash Collateral Agreement, cash collateral is required for all letters of credit and treated as restricted cash on the Condensed Consolidated Balance Sheets. See Note 4, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information , for additional information . |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | The table below summarizes RSU activity for the three months ended March 31, 2024: RSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 745,840 $ 10.61 Granted 31,075 16.54 Vested (55,162) 10.47 Forfeited (20,859) 20.95 Unvested at March 31, 2024 700,894 $ 10.58 |
Schedule of Weighted-average Assumptions for Stock Options | The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0 % Risk-free interest rate 4.1 % Expected term (in years) 2 Expected volatility 78.2 % |
Schedule of Stock Options Activity | The table below summarizes stock option activity for the three months ended March 31, 2024: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 2,187,500 $ 6.00 2.25 14,963 Exercised — — — — Outstanding at March 31, 2024 1,750,000 6.00 2.00 12,845 Exercisable at March 31, 2024 1,312,500 $ 6.00 2.00 $ 9,634 |
Schedule of Performance Share Unit Activity | The table below summarizes PSU activity for the three months ended March 31, 2024: PSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 506,324 $ 6.34 Granted — — Vested — — Forfeited (7,423) 5.91 Unvested at March 31, 2024 498,901 $ 6.35 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Liability for Customer Credits | The following table summarizes the activity in the liability for customer credits for the three months ended March 31, 2024 (in thousands): Customer Credits Balance as of December 31, 2023 $ 26,595 Credits issued 15,728 Credits redeemed (1) (15,910) Breakage revenue recognized (885) Foreign currency translation (66) Balance as of March 31, 2024 $ 25,462 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. Customer credits are typically used within one year of issuance. |
Schedule of Activity in Allowance for Expected Credit Losses on Accounts Receivable | The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the three months ended March 31, 2024 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2023 $ 2,856 Change in provision (56) Write-offs (83) Foreign currency translation (15) Balance as of March 31, 2024 $ 2,702 |
RESTRUCTURING AND RELATED CHA_2
RESTRUCTURING AND RELATED CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activity by Segment | The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 55 $ 1 $ 56 International (227) — (227) Consolidated $ (172) $ 1 $ (171) (1) The employee severance and benefits costs for the three months ended March 31, 2024 are related to the termination of approxim atel y 5 e mployees. Three Months Ended March 31, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 4,440 $ 808 $ 5,248 International 3,733 — 3,733 Consolidated $ 8,173 $ 808 $ 8,981 (1) The employee severance and benefits costs for the three months ended March 31, 2023 are related to the termination of approximately 330 em ployees. The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ — $ — $ 157 $ 157 International 15 12 83 110 Consolidated $ 15 $ 12 $ 240 $ 267 Three Months Ended March 31, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ — $ 1 $ 607 $ 608 International (1,046) (56) 307 (795) Consolidated $ (1,046) $ (55) $ 914 $ (187) |
Schedule of Restructuring Liability Activity | The following table summarizes restructuring liability activity for the 2022 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2023 $ 544 $ 44 $ 588 Charges payable in cash and changes in estimate (1) (172) 1 (171) Cash payments (164) (45) (209) Foreign currency translation (35) — (35) Balance as of March 31, 2024 (2) $ 173 $ — $ 173 (1) The credit recorded during the three months ended March 31, 2024 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. (2) Substantially all of the cash payments for the 2022 Restructuring Plan costs have been disbursed. The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2023 $ 839 $ 214 $ 1,053 Charges payable in cash and changes in estimate 15 12 27 Cash payments (114) (158) (272) Foreign currency translation (15) 11 (4) Balance as of March 31, 2024 (1) $ 725 $ 79 $ 804 (1) Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | Provision (benefit) for income taxes and Income (loss) before provision (benefit) for income taxes for the three months ended March 31, 2024 and 2023 were as follows (in thousands): Three Months Ended March 31, 2024 2023 Provision (benefit) for income taxes $ 6,194 $ 1,118 Income (loss) before provision (benefit) for income taxes $ (5,312) $ (27,495) |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three months ended March 31, 2024 and 2023 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2024 2023 Basic and diluted net income (loss) per share: Numerator Net income (loss) $ (11,506) $ (28,613) Less: Net income (loss) attributable to noncontrolling interests 765 534 Net income (loss) attributable to common stockholders (12,271) (29,147) Denominator Weighted-average common shares outstanding 37,709,971 30,676,145 Basic and diluted net income (loss) per share: $ (0.33) $ (0.95) |
Schedule of Weighted-Average Potentially Dilutive Instruments | The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share: Three Months Ended March 31, 2024 2023 RSUs 762,967 2,353,393 Stock options 3,062,500 — PSUs and other stock-based compensation awards 433,102 101,118 Convertible Senior notes due 2026 (1) 3,376,400 3,376,400 Capped call transactions 3,376,400 3,376,400 Total 11,011,369 9,207,311 (1) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations is adjusted for interest expense, net of tax, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 5, Financing Arrangements , for additional information. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table summarizes revenue by reportable segment and category for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 North America revenue: Local $ 86,460 $ 81,379 Goods 3,078 5,065 Travel 4,596 2,815 Total North America revenue (1) 94,134 89,259 International revenue: Local 24,750 25,265 Goods 2,445 4,246 Travel 1,755 2,841 Total International revenue (1) $ 28,950 $ 32,352 (1) |
Schedule of Cost of Revenue by Segment and Category | The following table summarizes cost of revenue by reportable segment and category for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 North America cost of revenue: Local $ 8,634 $ 11,387 Goods 416 945 Travel 956 985 Total North America cost of revenue 10,006 13,317 International cost of revenue: Local 1,919 2,623 Goods 406 588 Travel 196 372 Total International cost of revenue $ 2,521 $ 3,583 |
Schedule of Contribution Profit by Reportable Segment | The following table summarizes contribution profit by reportable segment for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 North America Revenue $ 94,134 $ 89,259 Cost of revenue 10,006 13,317 Marketing 21,782 15,303 Contribution profit 62,346 60,639 International Revenue 28,950 32,352 Cost of revenue 2,521 3,583 Marketing 7,027 9,545 Contribution profit 19,402 19,224 Consolidated Revenue 123,084 121,611 Cost of revenue 12,527 16,900 Marketing 28,809 24,848 Contribution profit 81,748 79,863 Selling, general and administrative 74,282 101,634 Restructuring and related charges 96 8,794 Income (loss) from operations $ 7,370 $ (30,565) |
Schedule of Total Assets by Segment | The following table summarizes total assets by reportable segment as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Total assets: North America (1) $ 462,504 $ 465,213 International (1) 118,022 105,743 Consolidated total assets $ 580,526 $ 570,956 (1) |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
GOODWILL AND LONG-LIVED ASSET_2
GOODWILL AND LONG-LIVED ASSETS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 178,685 | $ 178,685 | ||
Amortization of acquired intangible assets | $ 1,606 | $ 2,118 | ||
Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life | 1 year | |||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life | 10 years | |||
Patents (1) | Subsequent Event | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Proceeds from sale of intangible assets | $ 10,000 | |||
North America | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 178,700 | $ 178,700 |
GOODWILL AND LONG-LIVED ASSET_3
GOODWILL AND LONG-LIVED ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 38,685 | $ 50,854 |
Accumulated Amortization | 33,806 | 39,450 |
Net Carrying Value | 4,879 | 11,404 |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 18,683 | 18,842 |
Accumulated Amortization | 18,460 | 17,944 |
Net Carrying Value | 223 | 898 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,438 | 9,459 |
Accumulated Amortization | 8,814 | 8,753 |
Net Carrying Value | 624 | 706 |
Patents (1) | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,250 | 13,235 |
Accumulated Amortization | 820 | 7,237 |
Net Carrying Value | 430 | 5,998 |
Other intangible assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,314 | 9,318 |
Accumulated Amortization | 5,712 | 5,516 |
Net Carrying Value | $ 3,602 | $ 3,802 |
GOODWILL AND LONG-LIVED ASSET_4
GOODWILL AND LONG-LIVED ASSETS - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining amounts in 2024 | $ 1,235 | |
2025 | 1,253 | |
2026 | 975 | |
2027 | 816 | |
2028 | 600 | |
Thereafter | 0 | |
Net Carrying Value | $ 4,879 | $ 11,404 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Available-for-sale securities and fair value option investments | $ 0 | $ 0 |
SumUp | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 74,800,000 | $ 74,800,000 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investments (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Minimum | Equity Securities | Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 1% | 1% |
Minimum | Equity Securities | Fair value option investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 10% | 10% |
Minimum | Debt Securities | ||
Schedule of Equity Method Investments [Line Items] | ||
Available-for-sale securities | 1% | 1% |
Maximum | Equity Securities | Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 19% | 19% |
Maximum | Equity Securities | Fair value option investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 19% | 19% |
Maximum | Debt Securities | ||
Schedule of Equity Method Investments [Line Items] | ||
Available-for-sale securities | 19% | 19% |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Prepaid expenses | $ 15,327 | $ 9,799 |
Income taxes receivable | 4,964 | 5,349 |
Deferred cloud implementation costs, net | 7,769 | 14,627 |
Restricted cash | 29,726 | 26,075 |
Other | 5,752 | 7,797 |
Total prepaid expenses and other current assets | $ 63,538 | $ 63,647 |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Deferred contract acquisition costs, net | $ 2,793 | $ 2,940 |
Other | 2,516 | 3,155 |
Total other non-current assets | $ 5,309 | $ 6,095 |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Refund reserve | $ 4,932 | $ 4,445 |
Compensation and benefits | 12,091 | 10,717 |
Accrued marketing | 6,802 | 8,771 |
Customer credits | 25,462 | 26,595 |
Operating lease obligations | $ 4,781 | $ 7,121 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses and other current liabilities | Total accrued expenses and other current liabilities |
Other | $ 42,460 | $ 44,290 |
Total accrued expenses and other current liabilities | $ 96,528 | $ 101,939 |
SUPPLEMENTAL CONDENSED CONSOL_6
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 9,612 | $ 9,373 |
Deferred income taxes | 2,504 | 2,525 |
Other | 1,366 | 1,364 |
Total other non-current liabilities | $ 13,482 | $ 13,262 |
SUPPLEMENTAL CONDENSED CONSOL_7
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Interest income | $ 1,042 | $ 4,471 |
Interest expense | (2,009) | (5,621) |
Foreign currency gains (losses), net and other | (11,715) | 4,220 |
Total other income (expense), net | $ (12,682) | $ 3,070 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) - Convertible senior notes due 2026 - Senior Notes - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Stated interest rate | 1.125% | |
Effective interest rate | 1.83% | |
Estimated fair value of convertible notes | $ 181.3 | $ 141.9 |
Debt conversion price, premium on stock price | 100% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Conversion price (in usd per share) | $ 104.80 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Notes (Details) - Senior Notes - 1.125% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal amount | $ 230,000 | $ 230,000 |
Less: debt discount | (3,138) | (3,530) |
Net carrying amount of liability | $ 226,862 | $ 226,470 |
FINANCING ARRANGEMENTS - Sche_2
FINANCING ARRANGEMENTS - Schedule of Interest Costs on Notes (Details) - Senior Notes - Atairos Notes And 2026 Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Contractual interest | $ 730 | $ 647 |
Amortization of debt discount | 391 | 384 |
Total | $ 1,121 | $ 1,031 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Agreement (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jan. 22, 2024 | Feb. 29, 2024 | |
Rights Offering | ||
Debt Instrument [Line Items] | ||
Rights offering amount | $ 80 | $ 80 |
Revolving Credit Facility | 2023 Fifth Amended Credit Agreement | ||
Debt Instrument [Line Items] | ||
Proceeds used to repayments of credit facility | 43.1 | |
Principal amount | 42.8 | |
Payoff of interest | 0.1 | |
Penalty fees | $ 0.2 |
FINANCING ARRANGEMENTS - Sche_3
FINANCING ARRANGEMENTS - Schedule of Amounts Committed to Outstanding Borrowings and Letters of Credit (Details) - Existing Credit Agreement - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Letters of credit | $ 25,102 | $ 25,200 |
Borrowings | $ 0 | $ 42,776 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2023 USD ($) plaintiff | Mar. 31, 2024 USD ($) | Dec. 31, 2017 USD ($) | |
Recorded Unconditional Purchase Obligation [Line Items] | |||
Indemnification liabilities | $ 2,800 | ||
Maximum exposure of indemnification liability | 11,700 | ||
International | |||
Recorded Unconditional Purchase Obligation [Line Items] | |||
Proposed assessment for claims | $ 119,300 | ||
Groupon Latin America | |||
Recorded Unconditional Purchase Obligation [Line Items] | |||
Estimated indemnification liability | $ 5,400 | ||
Derivative Lawsuits | |||
Recorded Unconditional Purchase Obligation [Line Items] | |||
Loss contingency, number of plaintiffs | plaintiff | 4 | ||
Litigation settlement amount | $ 950 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 22, 2024 | Mar. 30, 2023 | Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 20, 2023 | Aug. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total fair value of shares vested | $ 0.4 | ||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | |||||
Rights Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of stock, authorized amount | $ 80 | ||||||
Common stock subscription price (in usd per share) | $ 11.30 | ||||||
Rights offering amount | $ 80 | $ 80 | |||||
Common stock, par value (in usd per share) | $ 0.0001 | ||||||
Shares issued in transaction (in shares) | 7,079,646 | ||||||
Rights Offering | Backstop Party | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued in transaction (in shares) | 3,100,000 | ||||||
Common stock, subscriptions amount (in shares) | 7,100,000 | ||||||
Rights Offering | Other Stockholders | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, subscriptions amount (in shares) | 9,700,000 | ||||||
Rights Offering, Basic Subscription Rights | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued in transaction (in shares) | 4,574,113 | ||||||
Rights Offering, Over-subscription Privileges | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued in transaction (in shares) | 2,505,533 | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation costs | $ 3.3 | ||||||
Weighted-average period of recognition | 6 months 14 days | ||||||
Vesting of PSUs (in shares) | 55,162 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
Stock option units issued (in shares) | 3,500,000 | ||||||
Stock option units per share value (in usd per share) | $ 0.95 | ||||||
Stock option units strike price (in usd per share) | $ 6 | ||||||
Expiration period | 3 years | ||||||
Performance Shares Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation costs | $ 0.3 | ||||||
Weighted-average period of recognition | 29 days | ||||||
Vesting of PSUs (in shares) | 0 | 422,363 | |||||
2011 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, shares authorized (in shares) | 13,775,000 | ||||||
Number of shares available for issuance (in shares) | 2,881,548 | ||||||
2011 Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation costs | $ 1.7 | ||||||
Weighted-average period of recognition | 1 year | ||||||
2011 Plan | Minimum | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
2011 Plan | Maximum | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Restricted Stock Unit Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs | |
Beginning balance (in shares) | shares | 745,840 |
Granted (in shares) | shares | 31,075 |
Vested (in shares) | shares | (55,162) |
Forfeited (in shares) | shares | (20,859) |
Ending balance (in shares) | shares | 700,894 |
Weighted-Average Grant Date Fair Value (per unit) | |
Beginning balance (in usd per share) | $ / shares | $ 10.61 |
Granted (in usd per share) | $ / shares | 16.54 |
Vested (in usd per share) | $ / shares | 10.47 |
Forfeited (in usd per share) | $ / shares | 20.95 |
Ending balance (in usd per share) | $ / shares | $ 10.58 |
STOCKHOLDERS' EQUITY (DEFICIT_5
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Weighted-average Assumptions for Stock Options (Details) - Stock options | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | $ 0 |
Risk-free interest rate | 4.10% |
Expected term (in years) | 2 years |
Expected volatility | 78.20% |
STOCKHOLDERS' EQUITY (DEFICIT_6
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Options | ||
Outstanding at beginning balance (in shares) | 2,187,500 | |
Exercised (in shares) | 0 | |
Outstanding at ending balance (in shares) | 1,750,000 | 2,187,500 |
Exercisable (in shares) | 1,312,500 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning balance (in usd per share) | $ 6 | |
Exercised (in usd per share) | 0 | |
Outstanding at ending balance (in usd per share) | 6 | $ 6 |
Exercisable (in usd per share) | $ 6 | |
Stock Options Additional Disclosures | ||
Outstanding, weighted-average remaining contractual term (in years) | 2 years | 2 years 3 months |
Exercisable, weighted-average remaining contractual term (in years) | 2 years | |
Aggregate Intrinsic Value (in thousands) | $ 12,845 | $ 14,963 |
Exercisable at March 31, 2024 | $ 9,634 |
STOCKHOLDERS' EQUITY (DEFICIT_7
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Performance Share Unit Activity (Details) - Performance Shares Units - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
PSUs | ||
Beginning balance (in shares) | 506,324 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | (422,363) |
Forfeited (in shares) | (7,423) | |
Ending balance (in shares) | 498,901 | 506,324 |
Weighted-Average Grant Date Fair Value (per unit) | ||
Beginning balance (in usd per share) | $ 6.34 | |
Granted (in usd per share) | 0 | |
Vested (in usd per share) | 0 | |
Forfeited (in usd per share) | 5.91 | |
Ending balance (in usd per share) | $ 6.35 | $ 6.34 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in the Liability of Customer Credits (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Customer Credits [Roll Forward] | |
Customer credits, beginning balance | $ 26,595 |
Credits issued | 15,728 |
Credits redeemed | (15,910) |
Breakage revenue recognized | (885) |
Foreign currency translation | (66) |
Customer credits, ending balance | $ 25,462 |
Customer credit, period to use within issuance | 1 year |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Capitalized Contract Cost [Line Items] | |||
Deferred contract acquisition costs | $ 3.7 | $ 3.9 | |
Amortization of deferred contract costs | 1.5 | $ 2.3 | |
Variable consideration from unredeemed vouchers sold in prior periods | $ 4.1 | $ 0 | |
Minimum | |||
Capitalized Contract Cost [Line Items] | |||
Deferred contract acquisition cost recognition period | 12 months | ||
Maximum | |||
Capitalized Contract Cost [Line Items] | |||
Deferred contract acquisition cost recognition period | 18 months |
REVENUE RECOGNITION - Activit_2
REVENUE RECOGNITION - Activity in Allowance for Expected Credit Losses on Accounts Receivable (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for expected credit losses, beginning balance | $ 2,856 |
Change in provision | (56) |
Write-offs | (83) |
Foreign currency translation | (15) |
Allowance for expected credit losses, ending balance | $ 2,702 |
RESTRUCTURING AND RELATED CHA_3
RESTRUCTURING AND RELATED CHARGES - Narrative (Details) $ in Millions | 1 Months Ended | ||
Aug. 31, 2022 USD ($) employee | Mar. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | |
600 West Chicago | |||
Restructuring Cost and Reserve [Line Items] | |||
Option to lease early termination penalty | $ 9.6 | ||
2022 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Reduction in number of positions (in employees) | employee | 1,150 | ||
Restructuring and related charges, incurred to date | $ 21.2 | ||
2022 Restructuring Plan | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring cost | $ 22 | ||
2022 Restructuring Plan | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected restructuring cost | $ 24.1 |
RESTRUCTURING AND RELATED CHA_4
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Activity by Segment (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) employee | Mar. 31, 2023 USD ($) employee | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related charges | $ 96 | $ 8,794 |
2022 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | (172) | 8,173 |
Other Exit Costs | 1 | 808 |
Restructuring and related charges | $ (171) | $ 8,981 |
Number of employees terminated | employee | 5 | 330 |
2020 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | $ 15 | $ (1,046) |
Legal and Advisory Costs (Credits) | 12 | (55) |
Lease-related Charges (Credits) | 240 | 914 |
Restructuring and related charges | 267 | (187) |
North America | 2022 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | 55 | 4,440 |
Other Exit Costs | 1 | 808 |
Restructuring and related charges | 56 | 5,248 |
North America | 2020 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | 0 | 0 |
Legal and Advisory Costs (Credits) | 0 | 1 |
Lease-related Charges (Credits) | 157 | 607 |
Restructuring and related charges | 157 | 608 |
International | 2022 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | (227) | 3,733 |
Other Exit Costs | 0 | 0 |
Restructuring and related charges | (227) | 3,733 |
International | 2020 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | 15 | (1,046) |
Legal and Advisory Costs (Credits) | 12 | (56) |
Lease-related Charges (Credits) | 83 | 307 |
Restructuring and related charges | $ 110 | $ (795) |
RESTRUCTURING AND RELATED CHA_5
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Liability Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
2022 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 588 |
Charges payable in cash and changes in estimate | (171) |
Cash payments | (209) |
Foreign currency translation | (35) |
Ending balance | 173 |
2020 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,053 |
Charges payable in cash and changes in estimate | 27 |
Cash payments | (272) |
Foreign currency translation | (4) |
Ending balance | 804 |
Employee Severance and Benefit Costs | 2022 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 544 |
Charges payable in cash and changes in estimate | (172) |
Cash payments | (164) |
Foreign currency translation | (35) |
Ending balance | 173 |
Employee Severance and Benefit Costs | 2020 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 839 |
Charges payable in cash and changes in estimate | 15 |
Cash payments | (114) |
Foreign currency translation | (15) |
Ending balance | 725 |
Other Exit Costs | 2022 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 44 |
Charges payable in cash and changes in estimate | 1 |
Cash payments | (45) |
Foreign currency translation | 0 |
Ending balance | 0 |
Other Exit Costs | 2020 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 214 |
Charges payable in cash and changes in estimate | 12 |
Cash payments | (158) |
Foreign currency translation | 11 |
Ending balance | $ 79 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) for income taxes | $ 6,194 | $ 1,118 |
Income (loss) before provision (benefit) for income taxes | $ (5,312) | $ (27,495) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - International - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2024 | Dec. 31, 2023 | Mar. 31, 2024 | Apr. 09, 2024 | |
Income Taxes [Line Items] | ||||
Proposed assessment for claims | $ 119.3 | |||
Income tax examination, estimate of possible loss | $ 31.6 | $ 79.8 | ||
Decrease in unrecognized tax benefits reasonably possible (up to) | $ 4.2 | |||
Groupon S.r.l. | Subsequent Event | ||||
Income Taxes [Line Items] | ||||
Income tax, appeal bond | $ 27.6 | |||
Appeal bond, amount due | $ 52.2 |
INCOME (LOSS) PER SHARE - Sched
INCOME (LOSS) PER SHARE - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net income (loss) | $ (11,506) | $ (28,613) |
Less: Net income (loss) attributable to noncontrolling interests | 765 | 534 |
Net income (loss) attributable to common stockholders | $ (12,271) | $ (29,147) |
Denominator | ||
Weighted-average common shares outstanding, basic (in shares) | 37,709,971 | 30,676,145 |
Weighted-average common shares outstanding, diluted (in shares) | 37,709,971 | 30,676,145 |
Basic net income (loss) per share (in usd per share) | $ (0.33) | $ (0.95) |
Diluted net income (loss) per share (in usd per share) | $ (0.33) | $ (0.95) |
INCOME (LOSS) PER SHARE - Sch_2
INCOME (LOSS) PER SHARE - Schedule of Weighted-Average Potentially Dilutive Instruments (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,011,369 | 9,207,311 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 762,967 | 2,353,393 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,062,500 | 0 |
PSUs and other stock-based compensation awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 433,102 | 101,118 |
Convertible Senior notes due 2026 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,376,400 | 3,376,400 |
Capped call transactions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,376,400 | 3,376,400 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | $ 123,084 | $ 121,611 |
North America | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 94,134 | 89,259 |
North America | United States | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 92,900 | 87,700 |
North America | Local | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 86,460 | 81,379 |
North America | Goods | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 3,078 | 5,065 |
North America | Travel | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 4,596 | 2,815 |
International | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 28,950 | 32,352 |
International | Local | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 24,750 | 25,265 |
International | Goods | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | 2,445 | 4,246 |
International | Travel | ||
Schedule of Revenue by Segment [Line Items] | ||
Total International revenue | $ 1,755 | $ 2,841 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Cost of Revenue by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | $ 12,527 | $ 16,900 |
North America | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 10,006 | 13,317 |
International | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 2,521 | 3,583 |
Local | North America | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 8,634 | 11,387 |
Local | International | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 1,919 | 2,623 |
Goods | North America | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 416 | 945 |
Goods | International | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 406 | 588 |
Travel | North America | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | 956 | 985 |
Travel | International | ||
Segment Reporting Information [Line Items] | ||
Total International cost of revenue | $ 196 | $ 372 |
SEGMENT INFORMATION - Schedul_3
SEGMENT INFORMATION - Schedule of Contribution Profit by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Operating Income (Loss) by Segment | ||
Revenue | $ 123,084 | $ 121,611 |
Cost of revenue | 12,527 | 16,900 |
Marketing | 28,809 | 24,848 |
Contribution profit | 81,748 | 79,863 |
Selling, general and administrative | 74,282 | 101,634 |
Restructuring and related charges | 96 | 8,794 |
Income (loss) from operations | 7,370 | (30,565) |
North America | ||
Schedule of Operating Income (Loss) by Segment | ||
Revenue | 94,134 | 89,259 |
Cost of revenue | 10,006 | 13,317 |
Marketing | 21,782 | 15,303 |
Contribution profit | 62,346 | 60,639 |
International | ||
Schedule of Operating Income (Loss) by Segment | ||
Revenue | 28,950 | 32,352 |
Cost of revenue | 2,521 | 3,583 |
Marketing | 7,027 | 9,545 |
Contribution profit | $ 19,402 | $ 19,224 |
SEGMENT INFORMATION - Schedul_4
SEGMENT INFORMATION - Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | $ 580,526 | $ 570,956 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 462,504 | 465,213 |
North America | United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 459,200 | 460,200 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | $ 118,022 | $ 105,743 |