0001490281False00014902812023-08-092023-08-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2023
Commission File Number: 1-35335
Groupon, Inc.
(Exact name of registrant as specified in its charter)
Delaware27-0903295
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
600 W Chicago Avenue60654
Suite 400(Zip Code)
Chicago
Illinois(312)334-1579
(Address of principal executive offices)(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
    240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
    240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareGRPNNASDAQ Global Select Market


    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)
Emerging growth company     ☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02.    Results of Operations and Financial Condition.
On August 9, 2023, Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits:
 Exhibit No.Description
99.1*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information in Exhibit 99.1 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.




























SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 GROUPON, INC.
Date: August 9, 2023
 
By: /s/ Jiri Ponrt
Name: Jiri Ponrt
Title: Chief Financial Officer










Groupon Reports Second Quarter 2023 Results
Transformation Plan Tracking to Expectations
Returned to Positive Adjusted EBITDA Generation
Refreshed Senior Leadership Team in Place

•Global revenue of $129.1 million
•Global billings of $393.5 million
•Net loss of $12.0 million
•Adjusted EBITDA of $15.2 million
•Exited Q2 with $118.1 million in cash

CHICAGO - August 9, 2023 - Groupon, Inc. (NASDAQ: GRPN) today announced its financial results for the second quarter ended June 30, 2023. The company filed its Form 10-Q with the Securities and Exchange Commission and posted an updated presentation on its investor relations website (investor.groupon.com).
"After completing the first quarter as interim CEO, I have better visibility into how much work is waiting ahead and, at the same time, I can see that we are on the right path towards a successful transformation of the Company," said Dusan Senkypl, Interim CEO of Groupon. "While progress is not always linear and our business continues to be challenged, I am pleased to see sequential improvement in our financial performance. And though we continue to expect year-over-year revenue declines throughout 2023, we began to see improvements in the rate of decline during the second quarter, earlier than anticipated, and expect that trend to continue throughout 2023."

Second Quarter 2023 Summary
All comparisons in this press release are year-over-year unless otherwise noted.
North America
•North America revenue was $95.8 million in the second quarter 2023, down 15%, primarily attributable to an overall decline in engagement on our platform that resulted in fewer unit sales and lower gross billings. North America Local revenue was $85.5 million in the second quarter 2023, down 16%.
•North America gross profit in the second quarter 2023 was $83.1 million, down 13%.
•North America active customers were 10.6 million as of June 30, 2023, down 3% sequentially and 19% compared with the balance as of June 30, 2022. North America active Local customers decreased 3% sequentially and 17% compared with the balance as of June 30, 2022.
International
•International revenue was $33.3 million in the second quarter 2023, down 19% (20% FX-neutral), primarily due to a shift in mix to lower margin offerings, as well as the de-emphasis on our Goods category. International Local revenue was $27.4 million, down 15% (16% FX-neutral).


•International gross profit in the second quarter 2023 was $29.9 million, down 22% (22% FX-neutral).
•International active customers were 6.9 million as of June 30, 2023, down 6% sequentially and 14% compared with the balance as of June 30, 2022, primarily driven by declines in our Goods customer base. International active Local customers were down 2% both sequentially and compared with the balance as of June 30, 2022.
Consolidated
•Revenue was $129.1 million in the second quarter 2023, down 16%.
•Gross profit was $113.0 million in the second quarter 2023, down 16%.
•Marketing expense was $22.3 million, or 20% of gross profit, in the second quarter 2023, compared with $29.4 million in the second quarter 2022. The decline in Marketing expense was driven by traffic declines and lower investment in online marketing spend.
•SG&A was $96.3 million in the second quarter 2023, compared with $123.9 million in the prior year, primarily driven by a decrease in payroll costs as a result of our cost saving actions.
•Net loss was $12.0 million in the second quarter 2023 compared with net loss of $90.3 million in the prior year.
•Net loss attributable to common stockholders in the second quarter 2023 was $12.6 million, or $0.41 loss per diluted share, compared with $91.2 million, or $3.04 loss per diluted share, in the prior year. Non-GAAP net loss attributable to common stockholders in the second quarter 2023 was $3.1 million, or $0.10 loss per diluted share, compared with $10.1 million, or $0.34 loss per diluted share, in the prior year.
•Adjusted EBITDA, a non-GAAP financial measure, was $15.2 million in the second quarter 2023, compared with $5.7 million in the prior year.
•Global units sold in the second quarter 2023 were 9.6 million, down 20%, primarily driven by a decline in engagement on our platform and a de-emphasis on our Goods category.
•Operating cash flow for the trailing twelve-month period was an outflow of $146.3 million, and free cash flow, a non-GAAP financial measure, was an outflow of $172.1 million for the trailing twelve month period.
•Cash and cash equivalents as of June 30, 2023 were $118.1 million, including $46.7 million of outstanding borrowings under our revolving credit facility.
Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operating measures are included below in the section titled "Non-GAAP Financial Measures and Operating Metrics" and in the accompanying tables.
Conference Call
A conference call will be webcast Wednesday, August 9, 2023 at 4:00 p.m. CT / 5:00 p.m. ET and will be available on Groupon’s investor relations website at https://investor.groupon.com. This call will contain forward-looking statements and other material information regarding our financial and operating results.
Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Groupon promptly makes available on this website, free of


charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings. Groupon uses its investor relations website (investor.groupon.com) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Non-GAAP Financial Measures and Operating Metrics
In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Foreign currency exchange rate neutral operating results, Adjusted EBITDA, non-GAAP income (loss) from operations before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders, non-GAAP income (loss) per share, non-GAAP provision (benefit) for income taxes and free cash flow. These non-GAAP financial measures, which are presented on an operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial and Operating Metrics" included in the tables accompanying this release.
We exclude the following items from one or more of our non-GAAP financial measures:
Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.
Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.
Interest and other non-operating items. Interest and other non-operating items include: foreign currency gains and losses and interest expense. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.
Special charges and credits. For the three and six months ended June 30, 2023 and 2022, special charges and credits included charges related to our 2020 and 2022 restructuring plans. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results.
Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:


Foreign currency exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.
Adjusted EBITDA is a non-GAAP performance measure that we define as income (loss) from operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. However, Adjusted EBITDA is not intended to be a substitute for income (loss) from operations.
Non-GAAP Selling, general and administrative is a non-GAAP measure that adjusts our selling, general and administrative to exclude the impact of depreciation and amortization and stock-based compensation.
Non-GAAP income (loss) before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders and non-GAAP income (loss) per diluted share are non-GAAP performance measures that adjust our net income attributable to common stockholders and earnings per share to exclude the impact of:
•stock-based compensation,
•amortization of acquired intangible assets,
•special charges and credits, including restructuring charges, goodwill and long-lived asset impairment charges and strategic advisor costs,
•non-cash interest expense on convertible senior notes, and
•non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative foreign currency translation adjustments into earnings as a result of business dispositions or country exits.
We believe that excluding the above items from our measures of non-GAAP income before provision (benefit) for income taxes, non-GAAP net income attributable to common stockholders and non-GAAP income per diluted share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.
Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income before provision (benefit) for income taxes.
Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities less purchases of property and equipment and capitalized software from operations. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not


intended to represent the total increase or decrease in our cash balance for the applicable period.
Descriptions of the operating metrics included in this release and the accompanying tables are as follows:
Gross billings is the total dollar value of customer purchases. Gross billings is presented net of customer refunds, order discounts and sales and related taxes. The substantial majority of our revenue transactions are comprised of sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the merchant who will provide the related services. For these transactions, gross billings differs from revenue reported in our condensed consolidated statements of operations, which is presented net of the merchant's share of the transaction price. Gross billings is an indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings on revenue transactions also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants. However, we are focused on achieving long-term gross profit and Adjusted EBITDA growth.
Active customers are unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites or mobile applications in our active customer metric, nor do we include consumers who solely make purchases of our inventory through third-party marketplaces with which we partner.
Units are the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces, a third-party marketplace, or directly with a merchant for which we earn a commission. We do not include purchases with retailers using digital coupons accessed through our websites or mobile applications in our units metric. We consider units to be an important indicator of the total volume of business conducted through our marketplaces. We report units on a gross basis prior to the consideration of customer refunds and therefore units are not always a good proxy for gross billings.
We do not provide a reconciliation for non-GAAP estimates on a forward-looking basis where we are unable to provide a meaningful calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that would impact the most directly comparable forward-looking U.S. GAAP financial measure that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. Forward-looking non-GAAP financial measures provided without the most directly comparable U.S. GAAP financial measures may vary materially from the corresponding U.S. GAAP financial measures.

Note on Forward-Looking Statements
The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and


financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute, and achieve the expected benefits of, our go-forward strategy; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, legal and regulatory developments in the jurisdictions in which we operate and geopolitical instability resulting from the conflict in Ukraine; global economic uncertainty, including as a result of inflationary pressures, ongoing impacts from the COVID-19 pandemic and labor and supply chain challenges; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industry; providing a strong mobile experience for our customers; managing refund risks; retaining and attracting members of our executive and management teams and other qualified employees and personnel; customer and merchant fraud; payment-related risks; our reliance on email, internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; maintaining and improving our information technology infrastructure; reliance on cloud-based computing platforms; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; managing inventory and order fulfillment risks; claims related to product and service offerings; protecting our intellectual property; maintaining a strong brand; the impact of future and pending litigation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR, CPRA, other privacy-related laws and regulations of the Internet and e-commerce; classification of our independent contractors, agency workers or employees; our ability to remediate our material weakness over internal control over financial reporting; risks relating to information or content published or made available on our websites or service offerings we make available; exposure to greater than anticipated tax liabilities; adoption of tax laws; our ability to use our tax attributes; impacts if we become subject to the Bank Secrecy Act or other anti-money laundering or money transmission laws or regulations; our ability to raise capital if necessary; our ability to continue as a going concern; risks related to our access to capital and outstanding indebtedness, including our convertible senior notes; our common stock, including volatility in our stock price; our ability to realize the anticipated benefits from the capped call transactions relating to our convertible senior notes; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; and those risks and other factors discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A. Risk Factors of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, and our other filings with the Securities and Exchange Commission (the "SEC"), copies of which may be obtained by visiting the company's Investor Relations web site at investor.groupon.com or the SEC's web site at www.sec.gov. Groupon's actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur.


Moreover, neither Groupon nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect our expectations as of August 9, 2023. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in our expectations.
About Groupon
Groupon (www.groupon.com) (NASDAQ: GRPN) is a trusted local marketplace where consumers go to buy services and experiences that make life more interesting and deliver boundless value. To find out more about Groupon, please visit press.groupon.com.
Contacts:
Investor Relations    
ir@groupon.com                     

Public Relations
Emma Coleman
press@groupon.com


Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(unaudited)
June 30, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$118,145 $281,279 
Accounts receivable, net35,206 44,971 
Prepaid expenses and other current assets38,989 41,101 
Total current assets192,340 367,351 
Property, equipment and software, net43,486 56,731 
Right-of-use assets - operating leases, net6,012 12,127 
Goodwill178,685 178,685 
Intangible assets, net14,568 17,641 
Investments119,541 119,541 
Deferred income taxes13,830 13,550 
Other non-current assets18,772 27,491 
Total assets$587,234 $793,117 
Liabilities and equity
Current liabilities:
Short-term borrowings$46,700 $75,000 
Accounts payable20,117 59,568 
Accrued merchant and supplier payables178,119 225,420 
Accrued expenses and other current liabilities119,224 171,452 
Total current liabilities364,160 531,440 
Convertible senior notes, net225,693 224,923 
Operating lease obligations5,211 9,310 
Other non-current liabilities16,997 18,586 
Total liabilities612,061 784,259 
Commitment and contingencies
Stockholders' equity (deficit)
Common stock, par value $0.0001 per share, 100,500,000 shares authorized; 41,521,134 shares issued and 31,227,017 shares outstanding at June 30, 2023; 40,786,996 shares issued and 30,492,879 shares outstanding at December 31, 2022
4 4 
Additional paid-in capital2,331,036 2,322,672 
Treasury stock, at cost, 10,294,117 shares at June 30, 2023 and December 31, 2022
(922,666)(922,666)
Accumulated deficit(1,436,231)(1,394,477)
Accumulated other comprehensive income (loss)2,839 2,942 
Total Groupon, Inc. stockholders' equity (deficit)(25,018)8,475 
Noncontrolling interests191 383 
Total equity (deficit)(24,827)8,858 
Total liabilities and equity (deficit)$587,234 $793,117 




Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2023202220232022
Revenue$129,109 $153,216 $250,720 $306,536 
Cost of revenue16,144 19,244 33,044 38,563 
Gross profit112,965 133,972 217,676 267,973 
Operating expenses:
Marketing22,267 29,372 47,115 68,788 
Selling, general and administrative96,263 123,938 197,897 250,358 
Goodwill impairment— 35,424 — 35,424 
Long-lived asset impairment— 8,811 — 8,811 
Restructuring and related charges(689)2,939 8,105 3,251 
Total operating expenses117,841 200,484 253,117 366,632 
Income (loss) from operations(4,876)(66,512)(35,441)(98,659)
Other income (expense), net(4,805)(21,340)(1,735)(26,220)
Income (loss) before provision (benefit) for income taxes(9,681)(87,852)(37,176)(124,879)
Provision (benefit) for income taxes2,323 2,398 3,441 (277)
Net income (loss)(12,004)(90,250)(40,617)(124,602)
Net (income) loss attributable to noncontrolling interests(603)(977)(1,137)(1,477)
Net income (loss) attributable to Groupon, Inc.$(12,607)$(91,227)$(41,754)$(126,079)
Basic and diluted net income (loss) per share:$(0.41)$(3.04)$(1.36)$(4.21)
Basic and diluted weighted average number of shares outstanding:31,020,493 30,039,233 30,796,943 29,952,018 




Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited) 
 Three Months Ended June 30, Six Months Ended June 30,
 2023202220232022
Operating activities
Net income (loss)$(12,004)$(90,250)$(40,617)$(124,602)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and software11,173 14,358 23,560 29,558 
Amortization of acquired intangible assets2,070 2,136 4,188 4,305 
Impairment of Goodwill— 35,424 — 35,424 
Impairment of long-lived assets— 8,811 — 8,811 
Restructuring-related impairment— 1,180 — 1,180 
Stock-based compensation7,519 8,572 9,882 16,078 
Foreign currency (gains) losses, net3,928 18,151 (159)21,509 
Change in assets and liabilities:
Accounts receivable2,144 5,730 10,463 (10,233)
Prepaid expenses and other current assets1,891 2,682 5,384 590 
Right-of-use assets - operating leases2,181 4,649 6,189 9,258 
Accounts payable(7,354)(1,015)(39,427)6,073 
Accrued merchant and supplier payables(18,980)(19,001)(48,447)(54,905)
Accrued expenses and other current liabilities(31,339)(17,701)(30,557)(36,067)
Operating lease obligations(7,504)(6,184)(15,743)(13,831)
Payment for early lease termination(123)— (9,724)— 
Other, net4,088 2,266 6,378 (1,504)
Net cash provided by (used in) operating activities(42,310)(30,192)(118,630)(108,356)
Investing activities
Purchases of property and equipment and capitalized software(2,253)(9,148)(11,797)(22,149)
Proceeds from sale of assets387 — 1,475 — 
Acquisitions of intangible assets and other investing activities(617)(631)(1,174)(1,546)
Net cash provided by (used in) investing activities(2,483)(9,779)(11,496)(23,695)
Financing activities
Payments of borrowings under revolving credit agreement(1,000)(40,000)(28,300)(40,000)
Taxes paid related to net share settlements of stock-based compensation awards(1,187)(2,180)(2,194)(4,703)
Other financing activities(752)(1,160)(1,642)(1,601)
Net cash provided by (used in) financing activities(2,939)(43,340)(32,136)(46,304)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2,115 (3,937)1,967 (4,708)
Net increase (decrease) in cash, cash equivalents and restricted cash(45,617)(87,248)(160,295)(183,063)
Cash, cash equivalents and restricted cash, beginning of period167,018 403,668 281,696 499,483 
Cash, cash equivalents and restricted cash, end of period$121,401 $316,420 $121,401 $316,420 


Groupon, Inc.
Supplemental Financial and Operating Metrics
(dollars and units in thousands; TTM active customers in millions)
(unaudited)
Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
North America Segment:Q2 2023
Gross billings (1):
Y/Y Growth
Local$265,114 $248,929 $256,627 $221,746 $231,950 (12.5)%
Travel 21,692 21,118 18,164 20,649 21,630 (0.3)
Goods30,462 28,334 37,858 23,759 22,256 (26.9)
Total gross billings$317,268 $298,381 $312,649 $266,154 $275,836 (13.1)%
Revenue:
Local $101,469 $97,843 $94,216 $81,379 $85,475 (15.8)%
Travel 4,451 4,065 3,570 2,815 5,579 25.3
Goods6,204 5,978 8,309 5,065 4,780 (23.0)
Total revenue$112,124 $107,886 $106,095 $89,259 $95,834 (14.5)%
Gross profit:
Local$87,592 $84,455 $81,951 $69,992 $74,463 (15.0)%
Travel3,355 3,057 2,796 1,830 4,647 38.5
Goods4,956 4,836 6,909 4,120 3,983 (19.6)
Total gross profit$95,903 $92,348 $91,656 $75,942 $83,093 (13.4)%
Contribution profit (2)
$76,274 $65,972 $61,790 $60,639 $68,646 (10.0)%
International Segment:Q2 2023
Gross billings:Y/Y GrowthFx Effect
Y/Y Growth excluding
FX (3)
Local$96,784 $96,592 $109,156 $93,800 $87,688 (9.4)(0.8)(10.2)%
Travel15,252 13,374 14,249 14,215 9,934 (34.9)(0.7)(35.6)
Goods30,861 25,509 32,143 22,256 20,000 (35.2)(1.3)(36.5)
Total gross billings$142,897 $135,475 $155,548 $130,271 $117,622 (17.7)(0.9)(18.6)%
Revenue:
Local$32,111 $30,089 $32,945 $25,265 $27,374 (14.8)(0.7)(15.5)%
Travel3,233 1,956 2,363 2,841 2,172 (32.8)(1.2)(34.0)
Goods5,748 4,459 6,756 4,246 3,729 (35.1)(1.3)(36.4)
Total revenue$41,092 $36,504 $42,064 $32,352 $33,275 (19.0)(0.9)(19.9)%
Gross profit:
Local$29,435 $27,415 $30,244 $22,642 $24,959 (15.2)(0.8)(16.0)%
Travel2,886 1,625 2,032 2,469 1,916 (33.6)(1.3)(34.9)
Goods5,748 4,334 5,197 3,658 2,997 (47.9)(1.0)(48.9)
Total gross profit$38,069 $33,374 $37,473 $28,769 $29,872 (21.5)(0.9)(22.4)%
Contribution profit $28,326 $21,853 $24,793 $19,224 $22,052 (22.1)%
Consolidated Results of Operations:
Gross billings:
Local$361,898 $345,521 $365,783 $315,546 $319,638 (11.7)(0.2)(11.9)%
Travel36,944 34,492 32,413 34,864 31,564 (14.6)(0.3)(14.9)
Goods61,323 53,843 70,001 46,015 42,256 (31.1)(0.7)(31.8)
Total gross billings$460,165 $433,856 $468,197 $396,425 $393,458 (14.5)(0.3)(14.8)%
Revenue:
Local$133,580 $127,932 $127,161 $106,644 $112,849 (15.5)(0.2)(15.7)%
Travel7,684 6,021 5,933 5,656 7,751 0.9(0.5)0.4
Goods11,952 10,437 15,065 9,311 8,509 (28.8)(0.6)(29.4)
  Total revenue$153,216 $144,390 $148,159 $121,611 $129,109 (15.7)(0.3)(16.0)%
Gross profit:
Local$117,027 $111,870 $112,195 $92,634 $99,422 (15.0)(0.2)(15.2)%
Travel6,241 4,682 4,828 4,299 6,563 5.2(0.6)4.6
Goods10,704 9,170 12,106 7,778 6,980 (34.8)(0.6)(35.4)
Total gross profit$133,972 $125,722 $129,129 $104,711 $112,965 (15.7)(0.2)(15.9)%
Contribution profit$104,600 $87,825 $86,583 $79,863 $90,698 (13.3)%
Net cash provided by (used in) operating activities$(30,192)$(43,494)$15,863 $(76,320)$(42,310)(40.1)%
Free cash flow$(39,340)$(51,840)$10,190 $(85,864)$(44,563)(13.3)%


Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Active customers: (4)
North America13.112.311.310.910.6 
International8.07.97.57.36.9 
Total active customers21.120.218.818.217.5 
North America Units:
Local6,355 6,043 6,407 5,142 5,083 
Goods1,141 1,119 1,579 933 807 
Travel91 91 82 86 84 
Total North America units7,587 7,253 8,068 6,161 5,974 
International Units:
Local3,181 3,900 3,971 3,328 2,862 
Goods1,205 1,046 1,488 886 746 
Travel79 79 91 84 53 
Total International units4,465 5,025 5,550 4,298 3,661 
Consolidated Units:
Local9,536 9,943 10,378 8,470 7,945 
Goods2,346 2,165 3,067 1,819 1,553 
Travel170 170 173 170 137 
Total consolidated units12,052 12,278 13,618 10,459 9,635 
Headcount:
Sales (5)
974 799 783 746 706 
Other2,442 2,278 2,121 2,032 1,945 
Total headcount3,416 3,077 2,904 2,778 2,651 
    
(1)Represents the total dollar value of customer purchases of goods and services.
(2)Represents gross profit less marketing expense.
(3)Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.
(4)Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.
(5)Includes merchant sales representatives, as well as sales support personnel.



Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)
    The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Net income (loss):
Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Net income (loss)$(90,250)$(55,543)$(54,235)$(28,613)$(12,004)
Adjustments:
Stock-based compensation8,572 8,116 5,812 2,363 7,519 
Depreciation and amortization16,494 14,706 14,094 14,505 13,243 
Goodwill impairment35,424 — — — — 
Long-lived asset impairment8,811 — 3,448 — — 
Restructuring and related charges (1)
2,939 4,912 4,187 8,794 (689)
Other (income) expense, net21,340 23,541 (25,606)(3,070)4,805 
Provision (benefit) for income taxes2,398 (4,328)47,015 1,118 2,323 
Total adjustments95,978 46,947 48,950 23,710 27,201 
Adjusted EBITDA$5,728 $(8,596)$(5,285)$(4,903)$15,197 
(1)Restructuring and related charges includes $1.2 million of long-lived asset impairment for the three months ended June 30, 2022, and $1.8 million for the three months ended September 30, 2022.





    The following is a reconciliation of Non-GAAP net income (loss) attributable to common stockholders to Net income (loss) attributable to common stockholders and a reconciliation of Non-GAAP net income (loss) per share to Diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022.
Three Months Ended June 30, Six Months Ended June 30,
2023202220232022
Net income (loss) attributable to common stockholders$(12,607)$(91,227)$(41,754)$(126,079)
Less: Net income (loss) attributable to noncontrolling interest(603)(977)(1,137)(1,477)
Net income (loss)(12,004)(90,250)(40,617)(124,602)
Less: Provision (benefit) for income taxes2,323 2,398 3,441 (277)
Income (loss) before provision (benefit) for income taxes(9,681)(87,852)(37,176)(124,879)
Stock-based compensation7,519 8,572 9,882 16,078 
Amortization of acquired intangible assets2,070 2,136 4,188 4,305 
Goodwill impairment— 35,424 — 35,424 
Long-lived asset impairment— 8,811 — 8,811 
Restructuring and related charges(689)2,939 8,105 3,251 
Intercompany foreign currency losses (gains), foreign currency translation adjustments reclassified into earnings and other3,859 22,240 (673)25,776 
Non-cash interest expense on convertible senior notes386 379 770 757 
Non-GAAP income (loss) before provision (benefit) for income taxes3,464 (7,351)(14,904)(30,477)
Less: Non-GAAP provision (benefit) for income taxes5,965 1,816 6,942 2,123 
Non-GAAP net income (loss)(2,501)(9,167)(21,846)(32,600)
Net (income) loss attributable to noncontrolling interest(603)(977)(1,137)(1,477)
Non-GAAP net income (loss) attributable to common stockholders(3,104)(10,144)(22,983)(34,077)
Weighted-average shares of common stock - diluted31,020,493 30,039,233 30,796,943 29,952,018 
Impact of dilutive securities— — — — 
Weighted-average shares of common stock - non-GAAP31,020,493 30,039,233 30,796,943 29,952,018 
Diluted net income (loss) per share$(0.41)$(3.04)$(1.36)$(4.21)
Impact of non-GAAP adjustments and related tax effects0.31 2.70 0.61 3.07 
Non-GAAP diluted net income (loss) per share$(0.10)$(0.34)$(0.75)$(1.14)
(1)Adjustment to interest expense for assumed conversion of convertible senior notes excludes non-cash interest expense that has been added back above in calculating Non-GAAP net income (loss) attributable to common stockholders.
Free cash flow is a non-GAAP liquidity measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP liquidity measure, Net cash provided by (used in) operating activities.
Q2 2022Q3 2022Q4 2022Q1 2023Q2 2023
Net cash provided by (used in) operating activities$(30,192)$(43,494)$15,863 $(76,320)$(42,310)
Purchases of property and equipment and capitalized software (9,148)(8,346)(5,673)(9,544)(2,253)
Free cash flow$(39,340)$(51,840)$10,190 $(85,864)$(44,563)
Net cash provided by (used in) investing activities$(9,779)$(8,877)$(6,273)$(9,013)$(2,483)
Net cash provided by (used in) financing activities$(43,340)$48,811 $(36,915)$(29,197)$(2,939)



v3.23.2
Cover
Aug. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 09, 2023
Entity File Number 1-35335
Entity Registrant Name Groupon, Inc.
Entity Tax Identification Number 27-0903295
Entity Incorporation, State or Country Code DE
Entity Address, Postal Zip Code 60654
Entity Address, Address Line One 600 W Chicago Avenue
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Chicago
City Area Code (312)
Entity Address, State or Province IL
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol GRPN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001490281
Amendment Flag false
Extension 334-1579
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