Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | 600 W Chicago Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60654 | |
City Area Code | (312) | |
Local Phone Number | 334-1579 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | GRPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,437,380 | |
Entity Central Index Key | 0001490281 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 307,998 | $ 498,726 |
Accounts receivable, net | 42,589 | 36,755 |
Prepaid expenses and other current assets | 52,663 | 52,570 |
Total current assets | 403,250 | 588,051 |
Property, equipment and software, net | 61,117 | 73,581 |
Right-of-use assets - operating leases, net | 18,007 | 47,958 |
Goodwill | 178,685 | 216,393 |
Intangible assets, net | 18,795 | 24,310 |
Investments | 119,541 | 119,541 |
Deferred income taxes | 60,157 | 62,945 |
Other non-current assets | 29,419 | 25,102 |
Total assets | 888,971 | 1,157,881 |
Current liabilities: | ||
Short-term borrowings | 110,000 | 100,000 |
Accounts payable | 35,195 | 22,165 |
Accrued merchant and supplier payables | 178,627 | 269,509 |
Accrued expenses and other current liabilities | 198,308 | 239,313 |
Total current liabilities | 522,130 | 630,987 |
Convertible senior notes, net | 224,540 | 223,403 |
Operating lease obligations | 14,636 | 58,747 |
Other non-current liabilities | 30,551 | 34,448 |
Total liabilities | 791,857 | 947,585 |
Commitments and contingencies (see Note 6) | ||
Stockholders' equity | ||
Common stock, par value $0.0001 per share, 100,500,000 shares authorized; 40,693,600 shares issued and 30,399,483 shares outstanding at September 30, 2022; 40,007,255 shares issued and 29,713,138 shares outstanding at December 31, 2021 | 4 | 4 |
Additional paid-in capital | 2,317,003 | 2,294,215 |
Treasury stock, at cost, 10,294,117 shares at September 30, 2022 and December 31, 2021 | (922,666) | (922,666) |
Accumulated deficit | (1,339,170) | (1,156,868) |
Accumulated other comprehensive income (loss) | 41,657 | (4,813) |
Total Groupon, Inc. stockholders' equity | 96,828 | 209,872 |
Noncontrolling interests | 286 | 424 |
Total equity | 97,114 | 210,296 |
Total liabilities and equity | $ 888,971 | $ 1,157,881 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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) | 40,693,600 | 40,007,255 |
Common stock, shares outstanding (in shares) | 30,399,483 | 29,713,138 |
Treasury stock (in shares) | 10,294,117 | 10,294,117 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 144,390,000 | $ 214,171,000 | $ 450,926,000 | $ 743,946,000 |
Cost of revenue: | ||||
Total cost of revenue | 18,668,000 | 32,732,000 | 57,231,000 | 201,581,000 |
Gross profit | 125,722,000 | 181,439,000 | 393,695,000 | 542,365,000 |
Operating expenses: | ||||
Marketing | 37,897,000 | 53,159,000 | 106,685,000 | 130,545,000 |
Selling, general and administrative | 119,243,000 | 119,494,000 | 369,601,000 | 384,606,000 |
Goodwill impairment | 0 | 0 | 35,424,000 | 0 |
Long-lived asset impairment | 0 | 0 | 8,811,000 | 0 |
Restructuring and related charges | 4,912,000 | 12,483,000 | 8,163,000 | 34,150,000 |
Total operating expenses | 162,052,000 | 185,136,000 | 528,684,000 | 549,301,000 |
Income (loss) from operations | (36,330,000) | (3,697,000) | (134,989,000) | (6,936,000) |
Other income (expense), net | (23,541,000) | 82,533,000 | (49,761,000) | 97,729,000 |
Income (loss) from operations before provision (benefit) for income taxes | (59,871,000) | 78,836,000 | (184,750,000) | 90,793,000 |
Provision (benefit) for income taxes | (4,328,000) | 135,000 | (4,605,000) | 773,000 |
Net income (loss) | (55,543,000) | 78,701,000 | (180,145,000) | 90,020,000 |
Net (income) loss attributable to noncontrolling interests | (680,000) | (594,000) | (2,157,000) | (737,000) |
Net income (loss) attributable to Groupon, Inc. | $ (56,223,000) | $ 78,107,000 | $ (182,302,000) | $ 89,283,000 |
Net income (loss) per share: | ||||
Basic (in usd per share) | $ (1.86) | $ 2.64 | $ (6.06) | $ 3.05 |
Diluted (in usd per share) | $ (1.86) | $ 2.36 | $ (6.06) | $ 2.80 |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 30,307,734 | 29,567,802 | 30,070,598 | 29,282,932 |
Diluted (in shares) | 30,307,734 | 33,364,538 | 30,070,598 | 32,393,891 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (55,543,000) | $ 78,701,000 | $ (180,145,000) | $ 90,020,000 |
Other comprehensive income (loss): | ||||
Net change in unrealized gain (loss) on foreign currency translation adjustments | 22,283,000 | 6,770,000 | 46,470,000 | (46,353,000) |
Reclassification of cumulative foreign currency translation adjustments (See Note 9) | 0 | (16,000) | 0 | 32,268,000 |
Other comprehensive income (loss) | 22,283,000 | 6,754,000 | 46,470,000 | (14,085,000) |
Comprehensive income (loss) | (33,260,000) | 85,455,000 | (133,675,000) | 75,935,000 |
Comprehensive (income) loss attributable to noncontrolling interest | (680,000) | (594,000) | (2,157,000) | (737,000) |
Comprehensive income (loss) attributable to Groupon, Inc. | (33,940,000) | 84,861,000 | (135,832,000) | 75,198,000 |
Service | ||||
Revenue: | ||||
Total revenue | 144,390,000 | 198,976,000 | 450,926,000 | 577,761,000 |
Cost of revenue: | ||||
Total cost of revenue | 18,668,000 | 19,127,000 | 57,231,000 | 58,719,000 |
Product | ||||
Revenue: | ||||
Total revenue | 0 | 15,195,000 | 0 | 166,185,000 |
Cost of revenue: | ||||
Total cost of revenue | $ 0 | $ 13,605,000 | $ 0 | $ 142,862,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total Groupon, Inc. Stockholders' Equity | Total Groupon, Inc. Stockholders' Equity Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 39,142,896 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | (10,294,117) | |||||||||||
Beginning balance at Dec. 31, 2020 | $ 107,674 | $ (18,969) | $ 107,675 | $ (18,969) | $ 4 | $ 2,348,114 | $ (64,319) | $ (922,666) | $ (1,320,886) | $ 45,350 | $ 3,109 | $ (1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (3,116) | (3,006) | 14,558 | (17,564) | (110) | |||||||
Vesting of restricted stock units and performance share units (in shares) | 308,954 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 23,418 | |||||||||||
Shares issued under employee stock purchase plan | 349 | 349 | 349 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (122,931) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (4,901) | (4,901) | (4,901) | |||||||||
Purchase of capped call transactions | (23,840) | (23,840) | (23,840) | |||||||||
Stock-based compensation on equity-classified awards | 8,387 | 8,387 | 8,387 | |||||||||
Receipts from noncontrolling interest holders | 36 | 36 | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | (10,294,117) | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 39,352,337 | |||||||||||
Ending balance at Mar. 31, 2021 | 65,620 | 65,695 | $ 4 | 2,263,790 | $ (922,666) | (1,260,978) | (14,455) | (75) | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 39,142,896 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | (10,294,117) | |||||||||||
Beginning balance at Dec. 31, 2020 | 107,674 | $ (18,969) | 107,675 | $ (18,969) | $ 4 | 2,348,114 | $ (64,319) | $ (922,666) | (1,320,886) | $ 45,350 | 3,109 | (1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | 75,935 | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | (10,294,117) | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 39,873,255 | |||||||||||
Ending balance at Sep. 30, 2021 | 149,497 | 149,293 | $ 4 | 2,269,184 | $ (922,666) | (1,186,253) | (10,976) | 204 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 39,352,337 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | (10,294,117) | |||||||||||
Beginning balance at Mar. 31, 2021 | 65,620 | 65,695 | $ 4 | 2,263,790 | $ (922,666) | (1,260,978) | (14,455) | (75) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (6,404) | (6,657) | (3,382) | (3,275) | 253 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 707,372 | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (254,466) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (11,716) | (11,716) | (11,716) | |||||||||
Purchase of capped call transactions | (3,576) | (3,576) | (3,576) | |||||||||
Settlement of convertible note hedges | 3,061 | 3,061 | 3,061 | |||||||||
Settlement of warrants | (1,752) | (1,752) | (1,752) | |||||||||
Stock-based compensation on equity-classified awards | 10,501 | 10,501 | 10,501 | |||||||||
Receipts from noncontrolling interest holders | 102 | 102 | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | (10,294,117) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 39,805,243 | |||||||||||
Ending balance at Jun. 30, 2021 | 55,836 | 55,556 | $ 4 | 2,260,308 | $ (922,666) | (1,264,360) | (17,730) | 280 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | 85,455 | 84,861 | 78,107 | 6,754 | 594 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 72,851 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 25,981 | |||||||||||
Shares issued under employee stock purchase plan | 779 | 779 | 779 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (30,820) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (974) | (974) | (974) | |||||||||
Stock-based compensation on equity-classified awards | 9,071 | 9,071 | 9,071 | |||||||||
Distributions to noncontrolling interest holders | (670) | (670) | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | (10,294,117) | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 39,873,255 | |||||||||||
Ending balance at Sep. 30, 2021 | $ 149,497 | 149,293 | $ 4 | 2,269,184 | $ (922,666) | (1,186,253) | (10,976) | 204 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 29,713,138 | 40,007,255 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | (10,294,117) | (10,294,117) | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 210,296 | 209,872 | $ 4 | 2,294,215 | $ (922,666) | (1,156,868) | (4,813) | 424 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (30,983) | (31,483) | (34,852) | 3,369 | 500 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 308,152 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 30,022 | |||||||||||
Shares issued under employee stock purchase plan | 591 | 591 | 591 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (118,589) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (2,597) | (2,597) | (2,597) | |||||||||
Stock-based compensation on equity-classified awards | 8,349 | 8,349 | 8,349 | |||||||||
Distributions to noncontrolling interest holders | (814) | (814) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | (10,294,117) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 40,226,840 | |||||||||||
Ending balance at Mar. 31, 2022 | $ 184,842 | 184,732 | $ 4 | 2,300,558 | $ (922,666) | (1,191,720) | (1,444) | 110 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 29,713,138 | 40,007,255 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | (10,294,117) | (10,294,117) | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 210,296 | 209,872 | $ 4 | 2,294,215 | $ (922,666) | (1,156,868) | (4,813) | 424 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | $ (133,675) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | (10,294,117) | (10,294,117) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 30,399,483 | 40,693,600 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 97,114 | 96,828 | $ 4 | 2,317,003 | $ (922,666) | (1,339,170) | 41,657 | 286 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 40,226,840 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | (10,294,117) | |||||||||||
Beginning balance at Mar. 31, 2022 | 184,842 | 184,732 | $ 4 | 2,300,558 | $ (922,666) | (1,191,720) | (1,444) | 110 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (69,432) | (70,409) | (91,227) | 20,818 | 977 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 407,426 | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (151,368) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (2,166) | (2,166) | (2,166) | |||||||||
Stock-based compensation on equity-classified awards | 9,784 | 9,784 | 9,784 | |||||||||
Distributions to noncontrolling interest holders | (943) | (943) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | (10,294,117) | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 40,482,898 | |||||||||||
Ending balance at Jun. 30, 2022 | 122,085 | 121,941 | $ 4 | 2,308,176 | $ (922,666) | (1,282,947) | 19,374 | 144 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (33,260) | (33,940) | (56,223) | 22,283 | 680 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 230,186 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 53,529 | |||||||||||
Shares issued under employee stock purchase plan | 514 | 514 | 514 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (73,013) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (830) | (830) | (830) | |||||||||
Stock-based compensation on equity-classified awards | 9,143 | 9,143 | 9,143 | |||||||||
Distributions to noncontrolling interest holders | $ (538) | (538) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | (10,294,117) | (10,294,117) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 30,399,483 | 40,693,600 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 97,114 | $ 96,828 | $ 4 | $ 2,317,003 | $ (922,666) | $ (1,339,170) | $ 41,657 | $ 286 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Operating activities | |||
Net income (loss) | $ (180,145,000) | $ 90,020,000 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization of property, equipment and software | 42,172,000 | 46,879,000 | |
Amortization of acquired intangible assets | 6,397,000 | 6,728,000 | |
Impairment of goodwill | 35,424,000 | 0 | |
Impairment of long-lived assets | 8,811,000 | 0 | |
Restructuring-related impairment | 2,949,000 | 7,651,000 | |
Stock-based compensation | 24,194,000 | 25,121,000 | |
Changes in fair value of investments | 0 | (95,533,000) | |
Foreign currency translation adjustments reclassified into earnings | 0 | (32,268,000) | |
Change in assets and liabilities: | |||
Accounts receivable | (9,321,000) | 7,985,000 | |
Prepaid expenses and other current assets | (4,086,000) | (11,155,000) | |
Right-of-use assets - operating leases | 22,896,000 | 16,016,000 | |
Accounts payable | 13,222,000 | 3,996,000 | |
Accrued merchant and supplier payables | (80,436,000) | (175,079,000) | |
Accrued expenses and other current liabilities | (40,331,000) | (43,654,000) | |
Operating lease obligations | (36,671,000) | (24,614,000) | |
Other, net | 43,075,000 | 22,961,000 | |
Net cash provided by (used in) operating activities | (151,850,000) | (154,946,000) | |
Investing activities | |||
Purchases of property and equipment and capitalized software | (30,495,000) | (37,865,000) | |
Proceeds from sale or divestment of investment | 0 | 6,859,000 | |
Acquisitions of intangible assets and other investing activities | (2,077,000) | (2,491,000) | |
Net cash provided by (used in) investing activities | (32,572,000) | (33,497,000) | |
Financing activities | |||
Proceeds from borrowings under revolving credit agreement | 50,000,000 | 0 | |
Payments of borrowings under revolving credit agreement | (40,000,000) | (100,000,000) | |
Proceeds from issuance of 2026 convertible notes | 0 | 230,000,000 | |
Issuance costs for 2026 convertible notes and revolving credit agreement | 0 | (7,747,000) | |
Purchase of capped call transactions | 0 | (27,416,000) | |
Payments for the repurchase of Atairos convertible notes | 0 | (254,000,000) | |
Proceeds from the settlement of convertible note hedges | 0 | 2,315,000 | |
Payments for the settlement of warrants | 0 | (1,345,000) | |
Taxes paid related to net share settlements of stock-based compensation awards | (5,601,000) | (17,591,000) | |
Payments of finance lease obligations | (653,000) | (4,887,000) | |
Other financing activities | (1,238,000) | 203,000 | |
Net cash provided by (used in) financing activities | 2,508,000 | (180,468,000) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (9,240,000) | (4,894,000) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (191,154,000) | (373,805,000) | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 499,483,000 | 851,085,000 |
Cash, cash equivalents and restricted cash, end of period | [1] | 308,329,000 | 477,280,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 4,361,000 | 13,166,000 | |
Income tax payments | 4,483,000 | 9,406,000 | |
Supplemental cash flow information on our leasing obligations: | |||
Operating cash flows from operating leases | 22,640,000 | 24,614,000 | |
Right-of-use assets obtained in exchange for operating leases liabilities | $ 2,669,000 | $ 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 September 30, 2022, December 31, 2021, September 30, 2021 and December 31, 2020 (in thousands): September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 Cash and cash equivalents $ 307,998 $ 498,726 $ 476,782 $ 850,587 Restricted cash included in prepaid expenses and other current assets 331 757 498 498 Cash, cash equivalents and restricted cash $ 308,329 $ 499,483 $ 477,280 $ 851,085 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Restricted Cash [Abstract] | |||||
Cash and cash equivalents | $ 307,998 | $ 498,726 | $ 476,782 | $ 850,587 | |
Restricted cash included in prepaid expenses and other current assets | 331 | 757 | 498 | 498 | |
Cash, cash equivalents and restricted cash | [1] | $ 308,329 | $ 499,483 | $ 477,280 | $ 851,085 |
[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 September 30, 2022, December 31, 2021, September 30, 2021 and December 31, 2020 (in thousands): September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 Cash and cash equivalents $ 307,998 $ 498,726 $ 476,782 $ 850,587 Restricted cash included in prepaid expenses and other current assets 331 757 498 498 Cash, cash equivalents and restricted cash $ 308,329 $ 499,483 $ 477,280 $ 851,085 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
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 . COVID-19 Pandemic and Macroeconomic Conditions The COVID-19 pandemic has changed the environment that our business operates in, which includes changes in consumer behavior and macroeconomic impacts affecting both us and our merchants. Although global economies have begun to recover from the COVID-19 pandemic as many health and safety restrictions have been lifted, certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time. Impacts to our operations may be caused by macroeconomic trends such as the ongoing COVID-19 pandemic, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior. The full extent of the impact of both the COVID-19 pandemic and recent macroeconomic trends on our business, operations and financial results will depend on numerous evolving factors. We continue to monitor the pandemic and other macroeconomic trends and the potential impacts they may have on our future financial position, results of operations and cash flows. See Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2021 for additional 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 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, 2021. 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. In July 2022, we extended our arrangement through July 2025 with the strategic partner in the variable interest entity that we consolidate. 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 U.S. generally accepted accounting principles ("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 We early adopted the guidance in ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, on January 1, 2021. The ASU removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. Additionally, the ASU removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of income (loss) per share for convertible instruments and contracts in an entity’s own equity. Prior to the adoption of ASU 2020-06, we separated the convertible senior notes due 2022 (the "Atairos Notes") into their liability and equity components. Following the adoption of ASU 2020-06, the previously bifurcated equity component of the Atairos Notes was recombined with the liability component, resulting in a single liability-classified instrument. The carrying value of the Atairos Notes at transition was determined by recalculating the basis of the Atairos Notes as if the conversion option had not been bifurcated at issuance. Transaction costs related to the issuance of the Atairos Notes that were allocated to the equity component were reclassified out of Additional paid-in-capital and the amortization and the related debt discount associated with these costs was recalculated through the transition date. The transaction costs were recorded as a debt discount in the Condensed Consolidated Balance Sheets and amortized to interest expense over the remaining term of the Atairos Notes. Together with the cash interest, this resulted in an effective interest rate of 3.76%. As a result of adopting ASU 2020-06, in the first quarter of 2021, we recorded a $67.0 million net reduction to additional paid-in capital, a $19.0 million increase to Convertible senior notes, net and a $48.0 million reduction to our opening accumulated deficit as of January 1, 2021. In the fourth quarter of 2021, we recorded an additional $2.7 million adjustment to our opening accumulated deficit and additional paid-in capital related to tax impacts of our bond hedges. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND LONG-LIVED ASSETS | GOODWILL AND LONG-LIVED ASSETS During the three and nine months ended September 30, 2022 we evaluated goodwill and long-lived assets for impairment, due to the events described below, which indicated that the carrying amount of our assets or asset groups was not recoverable. In order to evaluate goodwill and long-lived assets for impairment, we compared the fair value of our two reporting units, North America and International, and our asset groups to their carrying values. In determining the fair values of our reporting units and asset groups, we used the discounted cash flow method under the income approach that uses Level 3 inputs. During the third quarter of 2022, we determined that the carrying amount of one of our right-of-use assets related to our 2020 Restructuring Plan may not be fully recoverable due to collectability of sublease income, and recognized impairment within our North America segment. See details in the table below and Note 9, Restructuring and Related Charges , for more information. During the second quarter of 2022, we determined a downward revision of our forecast required us to evaluate our goodwill and long-lived assets for impairment. As a result of our interim quantitative assessment, we recognized goodwill impairment within our International reporting unit, representing a full impairment of goodwill for that reporting unit. We also recognized long-lived asset impairment related to certain asset groups within our International segment. We also determined that the carrying amount of certain right-of-use assets within our International segment related to our 2020 Restructuring Plan were not fully recoverable and recognized impairment. See details in the table below and Note 9, Restructuring and Related Charges , for more information. During the first quarter of 2022, we determined the impact to our business from the new variant of COVID-19 required us to evaluate our goodwill and long-lived assets for impairment. Our interim quantitative assessment for the first quarter of 2022 did not identify any goodwill or long-lived asset impairment. During the third quarter of 2021, we recognized impairment for our right-of-use assets and leasehold improvements under our 2020 Restructuring Plan. See details in the table below and Note 9, Restructuring and Related Charges, for more information. Goodwill The following table summarizes goodwill activity by segment for the nine months ended September 30, 2022 (in thousands): North America International (1) Consolidated Balance as of December 31, 2021 $ 178,685 $ 37,708 $ 216,393 Goodwill impairment — (35,424) (35,424) Foreign currency translation — (2,284) (2,284) Balance as of September 30, 2022 $ 178,685 $ — $ 178,685 (1) As of December 31, 2021, the International reporting unit had a negative carrying value. Long-Lived Assets The following table summarizes impairment charges presented within the following line items on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Long-lived asset impairment North America $ — $ — $ — $ — International — — 8,811 — Total Long-lived asset impairment — — 8,811 — Restructuring and related charges North America 1,769 5,430 1,769 5,430 International — 2,221 1,180 2,221 Total Restructuring and related charges 1,769 7,651 2,949 7,651 Total impairment $ 1,769 $ 7,651 $ 11,760 $ 7,651 The following table summarizes impairment for long-lived assets and restructuring and related charges by asset type for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Property, equipment and software, net Leasehold improvements $ — $ 870 $ 1,632 $ 870 Computer hardware — — 1,323 — Other property, equipment and software, net — — 416 — Total Property, equipment and software, net — 870 3,371 870 Right-of-use assets - operating leases, net 1,769 6,781 8,389 6,781 Total long-lived asset impairment $ 1,769 $ 7,651 $ 11,760 $ 7,651 The following table summarizes intangible assets as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 16,512 $ 12,500 $ 4,012 $ 19,976 $ 12,554 $ 7,422 Trade names 9,160 8,211 949 9,604 8,215 1,389 Patents 13,303 6,502 6,801 12,455 5,712 6,743 Other intangible assets 17,479 10,446 7,033 17,573 8,817 8,756 Total $ 56,454 $ 37,659 $ 18,795 $ 59,608 $ 35,298 $ 24,310 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 $2.1 million for the three months ended September 30, 2022 and 2021 and $6.4 million and $6.7 million for the nine months ended September 30, 2022 and 2021. As of September 30, 2022, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2022 $ 2,047 2023 7,205 2024 3,877 2025 2,469 2026 1,622 Thereafter 1,575 Total $ 18,795 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS As of September 30, 2022 and December 31, 2021, our carrying value in other equity investments was $119.5 million 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 and nine months ended September 30, 2022. The following table summarizes our percentage ownership in our investments as of the dates noted below: September 30, 2022 and December 31, 2021 Other equity investments 1% to 19% Available-for-sale securities - redeemable preferred shares 1% to 19% Fair value option investments 10% to 19% Other Equity Investments Our non-controlling equity interest in SumUp Holdings S.a.r.l. ("SumUp") was 2.29% as of September 30, 2022. During the third quarter of 2021, we adjusted the carrying value of SumUp due to an observable price change in an orderly transaction, which resulted in an unrealized gain of $89.1 million for the three and nine months ended September 30, 2021. We also sold 100% of our shares in an other equity investment for total cash consideration of $2.6 million and recognized a gain of $2.2 million. During the second quarter 2021, we sold our shares in an other equity investment and recognized a gain and total cash consideration of $4.2 million. The gains on our investments have been presented in Other income (expense), net in the Condensed Consolidated Statement of Operations for the applicable three and nine months ended September 30, 2021 |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
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 Other income (expense), net for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest income $ 2,626 $ 1,336 $ 5,399 $ 3,818 Interest expense (3,760) (3,534) (9,849) (14,123) Changes in fair value of investments (1) — 91,288 — 95,533 Loss on extinguishment of debt — — — (5,090) Foreign currency gains (losses), net and other (2) (22,407) (6,557) (45,311) 17,591 Other income (expense), net $ (23,541) $ 82,533 $ (49,761) $ 97,729 (1) Includes an $89.1 million unrealized gain due to an upward adjustment for an observable price change of SumUp for the three and nine months ended September 30, 2021. (2) Includes a $32.3 million cumulative foreign currency translation adjustment gain for the nine months ended September 30, 2021 that was reclassified into earnings as a result of the substantial liquidation of our subsidiary in Japan as part of our restructuring actions. The following table summarizes Prepaid expenses and other current assets as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 19,535 $ 28,550 Income taxes receivable 17,448 7,711 Deferred cloud implementation cost 7,420 6,476 Other 8,260 9,833 Total prepaid expenses and other current assets $ 52,663 $ 52,570 The following table summarizes Other non-current assets as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Deferred contract acquisition costs $ 5,377 $ 7,080 Deferred cloud implementation costs 18,596 11,986 Other 5,446 6,036 Total other non-current assets $ 29,419 $ 25,102 The following table summarizes Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Refund reserve $ 10,701 $ 19,601 Compensation and benefits 16,949 30,367 Accrued marketing 12,529 37,900 Restructuring-related liabilities 8,324 11,349 Customer credits 45,669 56,558 Deferred revenue 814 3,523 Operating lease obligations 38,788 32,062 Other (1) 64,534 47,953 Total accrued expenses and other current liabilities $ 198,308 $ 239,313 (1) Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of September 30, 2022 and December 31, 2021. This amount is due by December 31, 2022. The following table summarizes Other non-current liabilities as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Contingent income tax liabilities $ 23,594 $ 24,213 Deferred income taxes 2,346 2,802 Other 4,611 7,433 Total other non-current liabilities $ 30,551 $ 34,448 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS 3.25% Convertible Senior Notes due 2022 In April 2016, we issued $250.0 million in aggregate principal amount of convertible senior notes (the "Atairos Notes") in a private placement to A-G Holdings, L.P. In May 2021, we repurchased the Atairos Notes for an aggregate purchase price equal to $255.0 million, consisting of the $250.0 million outstanding principal amount, $1.0 million of accrued interest through the repurchase date and a $4.0 million prepayment penalty. In connection with the repurchase of the Atairos Notes, we recognized a $5.1 million loss on the early extinguishment, which is presented in Other income (expense), net in the Condensed Consolidated Statement of Operations. Note Hedges and Warrants In May 2016, we purchased convertible note hedges with respect to our common stock for a cost of $59.1 million from certain bank counterparties. The convertible note hedges were intended to reduce the potential economic dilution upon conversion of the Atairos Notes. In May 2016, we also sold warrants for total cash proceeds of $35.5 million to certain bank counterparties. In connection with the repurchase of the Atairos Notes, we entered into agreements (collectively "the Unwind Agreements") with each of the bank counterparties in May 2021 to unwind the convertible note hedges and warrants. Pursuant to the terms of the Unwind Agreements, we received cash proceeds of $2.3 million for the settlement of the convertible note hedges and paid cash consideration of $1.3 million for the settlement of the warrants. 1.125% Convertible Senior Notes due 2026 In March and April 2021, we issued $230.0 million aggregate principal amount of convertible senior notes due 2026 (the "2026 Notes") in a private offering to qualified institutional buyers. The net proceeds from this offering were $222.1 million. 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, which began on September 15, 2021. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. We used $27.4 million of the net proceeds from the offering to pay the cost of certain related capped call transactions and used the remaining net proceeds, together with cash on hand, to repurchase the Atairos Notes. We account for the 2026 Notes as a single liability-classified instrument measured at amortized cost due to the adoption of ASU 2020-06. The carrying value of the 2026 Notes was determined by deducting transaction costs incurred in connection with the issuance of the 2026 Notes of $7.8 million from the principal amount. Those transaction costs were recorded as a debt discount in the Condensed Consolidated Balance Sheets and are amortized to interest expense. Together with the cash interest, this results in an effective interest rate of 1.83% over the term of the 2026 Notes. We have presented the 2026 Notes in Convertible senior notes, net in the accompanying Condensed Consolidated Balance Sheets. The carrying amount of the 2026 Notes consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Principal amount $ 230,000 $ 230,000 Less: debt discount (5,460) (6,597) Net carrying amount of liability $ 224,540 $ 223,403 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 September 30, 2022 and December 31, 2021 was $148.3 million and $183.3 million and was determined using a lattice model. During the three and nine months ended September 30, 2022 and 2021, we recognized interest costs on the 2026 Notes and the Atairos Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contractual interest $ 646 $ 646 $ 1,940 $ 4,378 Amortization of debt discount 380 374 1,137 1,226 Total $ 1,026 $ 1,020 $ 3,077 $ 5,604 Capped Call Transactions In March and April 2021, in connection with the offering of the 2026 Notes, we entered into privately-negotiated capped call transactions with each of Barclays Bank PLC, BNP Paribas and Mizuho Markets Americas LLC. 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. The capped call transactions are accounted for as freestanding derivatives and recorded at the initial fair value in Additional paid-in-capital in the Condensed Consolidated Balance Sheets with no recorded subsequent change to fair value as long as they meet the criteria for equity classification. Under the if-converted method, the shares of common stock underlying the conversion option in the 2026 Notes are included in the diluted income (loss) per share denominator and the interest expense and amortization of the debt discount on the 2026 Notes, net of tax, are added to the numerator. However, upon conversion, there will be minimized economic dilution from the 2026 Notes, as exercise of the capped call transactions reduces dilution from the 2026 Notes that would have otherwise occurred when the price of our common stock exceeds the conversion price. The capped call transactions are intended to offset actual dilution from the conversion of the 2026 Notes and to effectively increase the overall conversion price from $68.12 to $104.80 per share. Revolving Credit Agreement In May 2019, we entered into a second amended and restated senior secured revolving credit agreement which provided for aggregate principal borrowings of up to $400.0 million (prior to the amendments described below) and matures in May 2024. In July 2020, we entered into an amendment to the revolving credit agreement (the "First Amendment") which permanently reduced borrowing capacity under our senior secured revolving credit facility from $400.0 million to $225.0 million. In March 2021, we entered into a second amendment (the "Second Amendment") to the revolving credit agreement (as amended by the First Amendment and the Second Amendment, the “Prior Credit Agreement”) to, among other things, permit the issuance of the 2026 Notes and related capped call transactions. The Second Amendment also permanently removed requirements that we maintain (i) a maximum senior secured indebtedness to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") ratio and (ii) unrestricted cash of not less than $250.0 million. Further, the Second Amendment changed the requirement to maintain a minimum fixed charge coverage ratio to a requirement to maintain a minimum interest coverage ratio. On September 28, 2022, we entered into a third amendment to the Prior Credit Agreement (the "Third Amendment" and the Prior Credit Agreement as amended, the "Amended Credit Agreement") to modify certain financial covenants and provide for additional flexibility in our operations, including certain modifications to our requirement to maintain (i) a maximum funded indebtedness to EBITDA ratio and (ii) a monthly minimum liquidity balance. In addition to the modifications described below, the Third Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $225.0 million to $150.0 million. We deferred debt issuance costs of $4.0 million in aggregate in connection with the Amended Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the Condensed Consolidated Balance Sheet as of September 30, 2022 and are amortized to interest expense over the term of the respective agreement. In addition, under the Amended Credit Agreement, we are subject to various covenants, including customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness; make dividend and other restricted payments, including limiting the amount of our share repurchases; enter into sale and leaseback transactions; make investments, loans or advances; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; and engage in transactions with related parties and other affiliates. The Third Amendment further restricts certain existing negative covenants, including with respect to our ability to make share repurchases, acquisitions, investments and to incur additional indebtedness and liens. As of September 30, 2022, we were in compliance with the covenants under our Amended Credit Agreement. Non-compliance with the covenants under the Amended Credit Agreement may result in termination of the commitments thereunder and then any outstanding borrowings may be declared due and payable immediately. We have the right to terminate the Amended Credit Agreement or reduce the available commitments at any time. Borrowings under the Prior Credit Agreement bore (a) interest at a rate per annum equal to (i) an adjusted LIBO rate or (ii) a customary base rate (with loans denominated in certain currencies bearing interest at rates specific to such currencies) plus an additional margin ranging between 0.50% and 2.00% and (b) commitment fees ranging from 0.25% to 0.35% on the daily amount of unused commitments. The Prior Credit Agreement also includes a replacement mechanism for the discontinuation of the adjusted LIBO rate. The Third Amendment replaces LIBOR as a benchmark interest rate under the Prior Credit Agreement with Term Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 10 basis points. The Third Amendment also provides that, from the date of the Third Amendment through the fiscal quarter ending June 30, 2023, the Alternate Base Rate ("ABR") and Canadian prime spreads shall be raised to 1.50%, the fixed rate spreads to 2.50% and the commitment fee to 0.4% on the daily amount of the unused commitments under the Amended Credit Agreement. After June 30, 2023, the applicable spreads and commitment fee will revert to the levels set by the Prior Credit Agreement, with the addition of a new tier that is applicable when the ratio of funded indebtedness to EBITDA exceeds 3.00:1.00 and provides for ABR and Canadian prime spreads of 1.25%, fixed rate spreads of 2.25% and a commitment fee of 0.4% on the daily amount of the unused commitments under the Amended Credit Agreement. In addition, the Amended Credit Agreement provides for the issuance of up to $75.0 million in letters of credit, provided that the sum of outstanding borrowings and letters of credit do not exceed the maximum funding commitment of $150.0 million. The Amended Credit Agreement is secured by substantially all of our tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of our direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of our domestic and foreign subsidiaries are guarantors under the Amended Credit Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our contractual obligations and commitments and future sublease income under our contractually obligated operating subleases as of September 30, 2022 and through the date of this report, did not materially change from the amounts set forth in our 2021 Annual Report on Form 10-K. During the third quarter of 2022, however, we reassessed the term of one of our operating leases in our North America segment and, as a result, our expected future minimum lease payments related to that lease have been modified. Our current quarter reassessment included an increase in our Accrued expenses and other current liabilities of $11.6 million, a decrease to our long-term Operating lease obligations of $25.6 million, a decrease to our Right-of-use assets - operating leases, net of $9.5 million in the Condensed Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges on the Condensed Consolidated Statements of Operations. Refer to Note 9, Restructuring and Related Charges for additional information on the gain recognized. In addition, the collectability of the sublease payments related to that lease is not reasonably assured. Refer to Note 2, Goodwill and Long-Lived Assets for additional information. 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. On April 28, 2020, an individual plaintiff filed a securities fraud class action complaint in the United States District Court for the Northern District of Illinois, and in July 2020, another individual was appointed as lead plaintiff (the "Securities Lawsuit"). The lawsuit covers the time period from July 30, 2019 through February 18, 2020. The lead plaintiff alleges 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. On May 6, 2022, the parties reached an agreement to settle this matter in its entirety for $13.5 million and signed a term sheet memorializing preliminary terms. On June 27, 2022, the District Court granted preliminary approval of the settlement. On October 28, 2022, the District Court granted final approval of the settlement class with no class members opting out and no objections. Now that the settlement class has been confirmed and the case is fully resolved with no opt outs, all class members must follow a claims process administered by a third party and will be barred from filing future lawsuits based on these events. The full amount of the $13.5 million settlement is covered under Groupon's insurance policies and was paid into an escrow fund by Groupon’s insurance carriers on July 26, 2022. The settlement accrual and insurance receivable are recorded in Accrued expenses and other current liabilities and Accounts receivable, net on the Condensed Consolidated Balance Sheets as of September 30, 2022. In addition, four shareholders have filed separate shareholder derivative lawsuits in relation to the same events that are subject to the securities litigation described above (collectively, the "Derivative Lawsuits"). First, on September 9, 2021, a shareholder named Jonathan Frankel filed a federal derivative lawsuit in the United States District Court for District of Delaware. Second, on January 19, 2022, a shareholder named Alyssa Estreen filed a derivative lawsuit in the Court of Chancery in the State of Delaware. Third, on January 24, 2022, a shareholder named Saman Khoury filed a derivative lawsuit, also in the Court of Chancery in the State of Delaware. Finally, on May 9, 2022, a shareholder named Moriah Anders filed a lawsuit, also in the Court of Chancery in the State of Delaware. All four lawsuits name Groupon and certain of the Company's former and current officers and directors. The allegations in all four Derivative Lawsuits relate to the same time period and events that are the subject of the Securities Lawsuit and allege that the Company and its shareholders have sustained damages as a result of the conduct of certain current and former officers and directors. The Plaintiffs in each of these Derivative Lawsuits seek unspecified damages they allege were sustained by the Company, injunctive and equitable relief and attorneys’ fees. All four matters are stayed pending the outcome of the Securities Lawsuit. We intend to vigorously defend these matters, which we believe to be without merit. 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, we have litigated such claims, and we are presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which could involve 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, Condensed Consolidated Financial Statements, 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 September 30, 2022. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of September 30, 2022 is 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, particularly in cases where we are entering into new businesses in connection with such 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 AND COMPEN
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Groupon, Inc. Incentive Plan In August 2011, we established the Groupon, Inc. 2011 Incentive Plan, as amended and restated (the "2011 Plan"), under which options, RSUs and performance stock units for up to 11,875,000 shares of common stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee of the Board. As of September 30, 2022, 3,203,455 shares of common stock were available for future issuance under the 2011 Plan. Restricted Stock Units The restricted stock units granted under the Groupon, Inc. Stock Plans (the "Plans") generally have vesting periods between one The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2022: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2021 2,205,235 $ 31.06 Granted 2,233,380 19.14 Vested (915,272) 33.25 Forfeited (514,350) 26.94 Unvested at September 30, 2022 3,008,993 $ 22.20 As of September 30, 2022, $52.2 million of unrecognized compensation costs related to unvested restricted stock units, excluding any impact of forfeitures, are expected to be recognized over a remaining weighted-average period of 1.19 years. Performance Share Units We have previously granted performance share units under the Plans that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement ("Performance Share Units"). We have also granted performance share units subject to a market condition ("Market-based Performance Share Units"). Our existing Performance Share Units and Market-based Performance Share Units are subject to continued employment through the performance period dictated by the award and certification by the Compensation Committee of the Board that the specified performance conditions have been achieved. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
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 and nine months ended September 30, 2022 and 2021. 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. To a lesser extent, credits are issued for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2022 (in thousands): Customer Credits Balance as of December 31, 2021 $ 56,558 Credits issued 105,044 Credits redeemed (1) (98,160) Breakage revenue recognized (16,459) Foreign currency translation (1,314) Balance as of September 30, 2022 $ 45,669 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and service 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. Historically, customer credits have primarily been used within one year of issuance; however, usage patterns have been impacted from changes in customer behavior due to COVID-19. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. Deferred 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 September 30, 2022 and December 31, 2021, deferred contract acquisition costs were $6.2 million and $8.0 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 $2.7 million and $2.6 million of deferred contract acquisition costs for the three months ended September 30, 2022 and 2021, and $8.3 million and $7.8 million for the nine months ended September 30, 2022 and 2021. 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. We establish an allowance for expected credit losses on accounts receivables 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 nine months ended September 30, 2022 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2021 $ 7,974 Change in provision (896) Write-offs (1,254) Foreign currency translation (674) Balance as of September 30, 2022 $ 5,150 Variable Consideration for Unredeemed Vouchers For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. We estimate the variable consideration from vouchers that will not ultimately be redeemed using our historical voucher redemption experience and recognize that amount as revenue at the time of sale. We apply a constraint to ensure it is probable that a significant reversal of revenue will not occur in future periods. We recognized variable consideration from unredeemed vouchers that were sold in a prior period of $7.4 million and $19.1 million for the three months ended September 30, 2022 and 2021, and $9.4 million and $31.8 million for the nine months ended September 30, 2022 and 2021. During the year ended December 31, 2021, the substantial majority of vouchers sold at the onset of the COVID-19 pandemic reached expiration at redemption rates lower than our historical estimates. Although redemption rates for vouchers sold in more recent periods have improved, the impact of COVID-19 on redemption behavior in future periods is still uncertain. When actual redemptions differ from our estimates, the effects could be material to the Condensed Consolidated Financial Statements. |
RESTRUCTURING AND RELATED CHARG
RESTRUCTURING AND RELATED CHARGES | 9 Months Ended |
Sep. 30, 2022 | |
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 plan 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 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”). The 2022 Cost Savings Plan included a restructuring plan, approved by our Board on August 5, 2022 (the “2022 Restructuring Plan”). The first phase of the 2022 Restructuring Plan is expected to include an overall reduction of approximately 500 positions globally, with the majority of these reductions expected to occur by the end of 2022 and the remainder in early 2023. In connection with these actions, we expect to record total pre-tax charges of $10.0 million to $20.0 million. Substantially all of the pre-tax charges are expected to be paid in cash and will relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We expect to begin the next phase of our restructuring actions under this plan in 2023, and we anticipate these actions will include a focus on reducing our technology platform costs following the completion of our transition to the cloud. We have incurred total pretax charges of $6.2 million since the inception of the 2022 Restructuring Plan. The following tables summarize costs incurred by segment related to the 2022 Restructuring Plan for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 4,600 $ 158 $ 4,758 International 1,436 — 1,436 Consolidated $ 6,036 $ 158 $ 6,194 (1) The employee severance and benefits costs for the three and nine months ended September 30, 2022 are related to the termination of approximately 380 employees, of which 318 are still completing their notice period and legally-required severance and benefits have been recognized as of September 30, 2022. Additional severance and benefits costs related to the remaining 318 employees may be incurred in future periods. 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, 2021 $ — $ — $ — Charges payable in cash 6,036 158 6,194 Cash payments (3,167) — (3,167) Foreign currency translation (29) — (29) Balance as of September 30, 2022 (1) $ 2,840 $ 158 $ 2,998 (1) Substantially all of the remaining cash payments for the 2022 Restructuring Plan costs are expected to be disbursed through 2023. 2020 Restructuring Plan In April 2020, the Board approved a multi-phase restructuring plan related to our previously-announced strategic shift and as part of the cost cutting measures implemented in response to the impact of COVID-19 on our business (the "2020 Restructuring Plan"). We have incurred total pretax charges of $108.7 million since the inception of the 2020 Restructuring Plan. Our actions under this plan were substantially completed by December 31, 2021, and our current and future charges or credits will be from changes in estimates. Our 2020 Restructuring Plan included workforce reductions of approximately 1,600 positions globally, the exit or discontinuation of the use of certain leases and other assets, impairments of our right-of-use and other long-lived assets, and the exit of our operations in New Zealand and Japan. In the first quarter 2021, we substantially liquidated our subsidiary in Japan and reclassified $32.3 million of cumulative foreign currency translation gains into earnings, which is presented in Other income (expense), net on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021. The following tables summarize costs incurred by segment related to the 2020 Restructuring Plan for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ — $ (1) $ — $ (1,578) $ (1,579) International 121 28 — 148 297 Consolidated $ 121 $ 27 $ — $ (1,430) $ (1,282) Three Months Ended September 30, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 26 $ 251 $ 602 $ 5,610 $ 6,489 International 2,600 571 268 2,555 5,994 Consolidated $ 2,626 $ 822 $ 870 $ 8,165 $ 12,483 Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1 $ 129 $ — $ (404) $ (274) International 305 89 — 1,849 2,243 Consolidated $ 306 $ 218 $ — $ 1,445 $ 1,969 Nine Months Ended September 30, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 458 $ 1,482 $ 602 $ 6,974 $ 9,516 International 21,665 599 268 2,102 24,634 Consolidated $ 22,123 $ 2,081 $ 870 $ 9,076 $ 34,150 As a part of our 2020 Restructuring Plan, we terminated or modified several of our leases. In other cases we vacated our leased facilities, and some of those facilities are being actively marketed for sublease or we are in negotiations with the landlord to potentially terminate or modify those leases. We recognized impairment related to those leases for $1.8 million and $2.9 million during the three and nine months ended September 30, 2022 and $7.7 million during the three and nine months ended September 30, 2021. See Note 2, Goodwill and Long-Lived Assets, for additional information. In addition, during the three and nine months ended September 30, 2022, we recognized a gain of $4.5 million in Restructuring and related charges for one of our previously-impaired leases in our North America segment due to a reassessment of the term. 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 restructuring plan are presented within Restructuring and related charges in the Condensed Consolidated Statements of Operations. The current and non-current liabilities associated with these leases continue to be presented within 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 Legal and Advisory Costs Total Balance as of December 31, 2021 $ 11,038 $ 311 $ 11,349 Charges payable in cash 306 218 524 Cash payments (5,390) (170) (5,560) Foreign currency translation (921) (66) (987) Balance as of September 30, 2022 (1) $ 5,033 $ 293 $ 5,326 (1) Substantially all of the remaining cash payments for the 2020 Restructuring Plan costs are expected to be disbursed by the end of 2023. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
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) from operations before provision (benefit) for income taxes for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Provision (benefit) for income taxes $ (4,328) $ 135 $ (4,605) $ 773 Income (loss) from operations before provision (benefit) for income taxes (59,871) 78,836 (184,750) 90,793 Our U.S. Federal income tax rate is 21%. The primary factor impacting the effective tax rate for the three and nine months ended September 30, 2022 and 2021 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The three and nine months ended September 30, 2022 were also impacted by the reduction to our estimated annual tax rate due to an increase in expected annual losses. The three and nine months ended September 30, 2021 were also impacted by the benefit of non-taxable items, including the unrealized gain on the observable price change recorded in an other equity investment during the three months ended September 30, 2021, the U.S. research and development tax credit, and reversals of reserves for uncertain tax positions due to closing of applicable statutes of limitations. For the three and nine months ended September 30, 2021, we had a full valuation allowance recorded against the U.S. federal and state deferred tax assets. We recorded a partial valuation allowance release in Q4 2021. For the three and nine months ended September 30, 2022, we continue to maintain a valuation allowance in the U.S. against capital losses, deferred tax assets that will convert into capital losses upon reversal, and state credits that we are not expecting to be able to realize. 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 undergoing income tax audits in multiple 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 assessment for $105.7 million, inclusive of estimated incremental interest from the original assessment. We believe that the assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit and we intend to vigorously defend ourselves in that matter. There could be potential increases in our liabilities for uncertain tax positions from the ultimate resolution of that assessment. We believe it is reasonably possible that reductions of up to $26.2 million in unrecognized tax benefits may occur within the 12 months following September 30, 2022 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. 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 September 30, 2022 and December 31, 2021 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 | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. 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 various valuation approaches within the fair value measurement framework. The valuation methodologies used for our assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Fair value option investments and available-for-sale securities. 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. Contingent consideration. During the first quarter 2021, we settled a contingent consideration arrangement to the former owners of a business previously acquired in 2018. We use the income approach to value contingent consideration obligations based on future financial performance. We have previously classified our contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs such as probability-weighting of payment outcomes. There was no material activity in the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2022 and 2021. 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 increased due to an observable price change in an orderly transaction. We recognized $35.4 million in non-cash impairment charges related to goodwill for the nine months ended September 30, 2022. We recognized $1.8 million and $11.8 million in non-cash impairment charges related to long-lived assets for the three and nine months ended September 30, 2022, of which $1.8 million and $2.9 million are included in Restructuring and related charges on our Condensed Consolidated Statements of Operations. We recognized $7.7 million in non-cash impairment charges related to long-lived assets during the three and nine months ended September 30, 2021, which is included in Restructuring and related charges on our Condensed Consolidated Statements of Operations. See Note 2, Goodwill and Long-Lived Assets, and Note 9 , Restructuring and Related Charges, for additional information. We adjusted the carrying value of an other equity investment, which resulted in an unrealized gain of $89.1 million, and sold shares in an other equity investment for a gain of $2.2 million for the three and nine months ended September 30, 2021. During the second quarter 2021, we sold our shares in an other equity investment and recognized a gain of $4.2 million. See Note 3, Investments , for additional information. We did not record any other significant nonrecurring fair value measurements for the three and nine months ended September 30, 2022 and 2021. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
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 restricted stock units, performance share units, ESPP shares, warrants, capped call transactions and convertible senior notes. 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 and nine months ended September 30, 2022 and 2021 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic and diluted net income (loss) per share: Numerator Net income (loss) $ (55,543) $ 78,701 $ (180,145) $ 90,020 Less: Net income (loss) attributable to noncontrolling interests 680 594 2,157 737 Basic net income (loss) attributable to common stockholders (56,223) 78,107 (182,302) 89,283 Diluted net income (loss) attributable to common stockholders (56,223) 78,107 (182,302) 89,283 Plus: Interest expense from assumed conversion of convertible senior notes — 700 — 1,392 Net income (loss) attributable to common stockholders plus assumed conversions (56,223) 78,807 (182,302) 90,675 Denominator Shares used in computation of basic net income (loss) per share 30,307,734 29,567,802 30,070,598 29,282,932 Weighted-average effect of diluted securities Restricted stock units — 351,720 — 712,866 Performance share units and other stock-based compensation awards — 68,616 — 89,981 Convertible senior notes due 2026 — 3,376,400 — 2,308,112 Shares used in computation of diluted net income (loss) per share 30,307,734 33,364,538 30,070,598 32,393,891 Basic net income (loss) per share: $ (1.86) $ 2.64 $ (6.06) $ 3.05 Diluted net income (loss) per share: $ (1.86) $ 2.36 $ (6.06) $ 2.80 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock units 2,223,826 854,304 2,448,348 410,856 Performance share units and other stock-based compensation awards 94,690 — 102,406 — Convertible Senior notes due 2022 (1) — — — 1,144,689 Convertible Senior notes due 2026 (1) 3,376,400 — 3,376,400 — Warrants — — — 1,170,126 Capped call transactions 3,376,400 3,376,400 3,376,400 2,308,112 Total 9,071,316 4,230,704 9,303,554 5,033,783 (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 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 | 9 Months Ended |
Sep. 30, 2022 | |
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. We completed a transition to a third-party goods marketplace in International in 2021, and therefore we no longer generate product revenue in our Goods category. For the three and nine months ended September 30, 2022, adjustments to accruals previously established in our Goods category related to product are presented within service. The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Service revenue: Local $ 97,843 $ 129,131 $ 296,233 $ 394,358 Goods 5,978 9,189 20,476 37,266 Travel 4,065 4,791 13,465 18,893 Total service revenue 107,886 143,111 330,174 450,517 Product revenue - Goods — — — 626 Total North America revenue (1) 107,886 143,111 330,174 451,143 International Service revenue: Local 30,089 46,071 95,350 109,589 Goods 4,459 5,879 16,986 9,429 Travel 1,956 3,915 8,416 8,226 Total service revenue 36,504 55,865 120,752 127,244 Product revenue - Goods — 15,195 — 165,559 Total International revenue (1) $ 36,504 $ 71,060 $ 120,752 $ 292,803 (1) North America includes revenue from the United States of $105.0 million and $140.2 million for the three months ended September 30, 2022 and 2021, and $323.9 million and $444.2 million for the nine months ended September 30, 2022 and 2021. International includes revenue from the United Kingdom of $21.4 million and $100.4 million for the three and nine months ended September 30, 2021. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2022 and 2021. 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 and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Service cost of revenue: Local $ 13,388 $ 13,947 $ 40,428 $ 41,927 Goods 1,142 1,325 3,849 5,577 Travel 1,008 1,029 3,399 3,801 Total service cost of revenue 15,538 16,301 47,676 51,305 Product cost of revenue - Goods — — — 458 Total North America cost of revenue 15,538 16,301 47,676 51,763 International Service cost of revenue: Local 2,674 2,195 7,946 6,094 Goods 125 292 521 537 Travel 331 339 1,088 783 Total service cost of revenue 3,130 2,826 9,555 7,414 Product cost of revenue - Goods — 13,605 — 142,404 Total International cost of revenue $ 3,130 $ 16,431 $ 9,555 $ 149,818 The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Revenue $ 107,886 $ 143,111 $ 330,174 $ 451,143 Cost of revenue 15,538 16,301 47,676 51,763 Marketing 26,376 38,302 73,996 94,247 Contribution profit 65,972 88,508 208,502 305,133 International Revenue 36,504 71,060 120,752 292,803 Cost of revenue 3,130 16,431 9,555 149,818 Marketing 11,521 14,857 32,689 36,298 Contribution profit 21,853 39,772 78,508 106,687 Consolidated Revenue 144,390 214,171 450,926 743,946 Cost of revenue 18,668 32,732 57,231 201,581 Marketing 37,897 53,159 106,685 130,545 Contribution profit 87,825 128,280 287,010 411,820 Selling, general and administrative 119,243 119,494 369,601 384,606 Goodwill impairment — — 35,424 — Long-lived asset impairment — — 8,811 — Restructuring and related charges 4,912 12,483 8,163 34,150 Income (loss) from operations $ (36,330) $ (3,697) $ (134,989) $ (6,936) The following table summarizes total assets by reportable segment as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Total assets: North America (1) $ 763,838 $ 964,523 International (1) 125,133 193,358 Consolidated total assets $ 888,971 $ 1,157,881 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. In July 2022, we extended our arrangement through July 2025 with the strategic partner in the variable interest entity that we consolidate. 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 U.S. generally accepted accounting principles ("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 | Adoption of New Accounting Standards We early adopted the guidance in ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, on January 1, 2021. The ASU removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. Additionally, the ASU removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of income (loss) per share for convertible instruments and contracts in an entity’s own equity. Prior to the adoption of ASU 2020-06, we separated the convertible senior notes due 2022 (the "Atairos Notes") into their liability and equity components. Following the adoption of ASU 2020-06, the previously bifurcated equity component of the Atairos Notes was recombined with the liability component, resulting in a single liability-classified instrument. The carrying value of the Atairos Notes at transition was determined by recalculating the basis of the Atairos Notes as if the conversion option had not been bifurcated at issuance. Transaction costs related to the issuance of the Atairos Notes that were allocated to the equity component were reclassified out of Additional paid-in-capital and the amortization and the related debt discount associated with these costs was recalculated through the transition date. The transaction costs were recorded as a debt discount in the Condensed Consolidated Balance Sheets and amortized to interest expense over the remaining term of the Atairos Notes. Together with the cash interest, this resulted in an effective interest rate of 3.76%. As a result of adopting ASU 2020-06, in the first quarter of 2021, we recorded a $67.0 million net reduction to additional paid-in capital, a $19.0 million increase to Convertible senior notes, net and a $48.0 million reduction to our opening accumulated deficit as of January 1, 2021. In the fourth quarter of 2021, we recorded an additional $2.7 million adjustment to our opening accumulated deficit and additional paid-in capital related to tax impacts of our bond hedges. |
GOODWILL AND LONG-LIVED ASSETS
GOODWILL AND LONG-LIVED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill activity by segment for the nine months ended September 30, 2022 (in thousands): North America International (1) Consolidated Balance as of December 31, 2021 $ 178,685 $ 37,708 $ 216,393 Goodwill impairment — (35,424) (35,424) Foreign currency translation — (2,284) (2,284) Balance as of September 30, 2022 $ 178,685 $ — $ 178,685 (1) As of December 31, 2021, the International reporting unit had a negative carrying value. |
Schedule of Long-lived Assets Impairment | The following table summarizes impairment charges presented within the following line items on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Long-lived asset impairment North America $ — $ — $ — $ — International — — 8,811 — Total Long-lived asset impairment — — 8,811 — Restructuring and related charges North America 1,769 5,430 1,769 5,430 International — 2,221 1,180 2,221 Total Restructuring and related charges 1,769 7,651 2,949 7,651 Total impairment $ 1,769 $ 7,651 $ 11,760 $ 7,651 The following table summarizes impairment for long-lived assets and restructuring and related charges by asset type for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Property, equipment and software, net Leasehold improvements $ — $ 870 $ 1,632 $ 870 Computer hardware — — 1,323 — Other property, equipment and software, net — — 416 — Total Property, equipment and software, net — 870 3,371 870 Right-of-use assets - operating leases, net 1,769 6,781 8,389 6,781 Total long-lived asset impairment $ 1,769 $ 7,651 $ 11,760 $ 7,651 |
Schedule of Intangible Assets | The following table summarizes intangible assets as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 16,512 $ 12,500 $ 4,012 $ 19,976 $ 12,554 $ 7,422 Trade names 9,160 8,211 949 9,604 8,215 1,389 Patents 13,303 6,502 6,801 12,455 5,712 6,743 Other intangible assets 17,479 10,446 7,033 17,573 8,817 8,756 Total $ 56,454 $ 37,659 $ 18,795 $ 59,608 $ 35,298 $ 24,310 |
Schedule of Estimated Future Amortization Expense | As of September 30, 2022, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2022 $ 2,047 2023 7,205 2024 3,877 2025 2,469 2026 1,622 Thereafter 1,575 Total $ 18,795 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 and December 31, 2021 Other equity investments 1% to 19% Available-for-sale securities - redeemable preferred shares 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) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
Schedule of Other Income (Expense) | The following table summarizes Other income (expense), net for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest income $ 2,626 $ 1,336 $ 5,399 $ 3,818 Interest expense (3,760) (3,534) (9,849) (14,123) Changes in fair value of investments (1) — 91,288 — 95,533 Loss on extinguishment of debt — — — (5,090) Foreign currency gains (losses), net and other (2) (22,407) (6,557) (45,311) 17,591 Other income (expense), net $ (23,541) $ 82,533 $ (49,761) $ 97,729 (1) Includes an $89.1 million unrealized gain due to an upward adjustment for an observable price change of SumUp for the three and nine months ended September 30, 2021. |
Schedule of Prepaid and Other Current Assets | The following table summarizes Prepaid expenses and other current assets as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 19,535 $ 28,550 Income taxes receivable 17,448 7,711 Deferred cloud implementation cost 7,420 6,476 Other 8,260 9,833 Total prepaid expenses and other current assets $ 52,663 $ 52,570 |
Schedule of Other Non-Current Assets | The following table summarizes Other non-current assets as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Deferred contract acquisition costs $ 5,377 $ 7,080 Deferred cloud implementation costs 18,596 11,986 Other 5,446 6,036 Total other non-current assets $ 29,419 $ 25,102 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Refund reserve $ 10,701 $ 19,601 Compensation and benefits 16,949 30,367 Accrued marketing 12,529 37,900 Restructuring-related liabilities 8,324 11,349 Customer credits 45,669 56,558 Deferred revenue 814 3,523 Operating lease obligations 38,788 32,062 Other (1) 64,534 47,953 Total accrued expenses and other current liabilities $ 198,308 $ 239,313 (1) Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of September 30, 2022 and December 31, 2021. This amount is due by December 31, 2022. |
Schedule of Other Non-current Liabilities | The following table summarizes Other non-current liabilities as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Contingent income tax liabilities $ 23,594 $ 24,213 Deferred income taxes 2,346 2,802 Other 4,611 7,433 Total other non-current liabilities $ 30,551 $ 34,448 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The carrying amount of the 2026 Notes consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Principal amount $ 230,000 $ 230,000 Less: debt discount (5,460) (6,597) Net carrying amount of liability $ 224,540 $ 223,403 |
Schedule of Convertible Debt Interest Expense | During the three and nine months ended September 30, 2022 and 2021, we recognized interest costs on the 2026 Notes and the Atairos Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contractual interest $ 646 $ 646 $ 1,940 $ 4,378 Amortization of debt discount 380 374 1,137 1,226 Total $ 1,026 $ 1,020 $ 3,077 $ 5,604 |
STOCKHOLDERS' EQUITY AND COMP_2
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | The table below summarizes restricted stock unit activity under the Plans for the nine months ended September 30, 2022: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2021 2,205,235 $ 31.06 Granted 2,233,380 19.14 Vested (915,272) 33.25 Forfeited (514,350) 26.94 Unvested at September 30, 2022 3,008,993 $ 22.20 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 (in thousands): Customer Credits Balance as of December 31, 2021 $ 56,558 Credits issued 105,044 Credits redeemed (1) (98,160) Breakage revenue recognized (16,459) Foreign currency translation (1,314) Balance as of September 30, 2022 $ 45,669 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and service 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. Historically, customer credits have primarily been used within one year of issuance; however, usage patterns have been impacted from changes in customer behavior due to COVID-19. |
Schedule of Expected Credit Losses on Accounts Receivable | The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2022 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2021 $ 7,974 Change in provision (896) Write-offs (1,254) Foreign currency translation (674) Balance as of September 30, 2022 $ 5,150 |
RESTRUCTURING AND RELATED CHA_2
RESTRUCTURING AND RELATED CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs by Segment | The following tables summarize costs incurred by segment related to the 2022 Restructuring Plan for the three and nine months ended September 30, 2022 (in thousands): Three and Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 4,600 $ 158 $ 4,758 International 1,436 — 1,436 Consolidated $ 6,036 $ 158 $ 6,194 (1) The employee severance and benefits costs for the three and nine months ended September 30, 2022 are related to the termination of approximately 380 employees, of which 318 are still completing their notice period and legally-required severance and benefits have been recognized as of September 30, 2022. Additional severance and benefits costs related to the remaining 318 employees may be incurred in future periods. The following tables summarize costs incurred by segment related to the 2020 Restructuring Plan for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ — $ (1) $ — $ (1,578) $ (1,579) International 121 28 — 148 297 Consolidated $ 121 $ 27 $ — $ (1,430) $ (1,282) Three Months Ended September 30, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 26 $ 251 $ 602 $ 5,610 $ 6,489 International 2,600 571 268 2,555 5,994 Consolidated $ 2,626 $ 822 $ 870 $ 8,165 $ 12,483 Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1 $ 129 $ — $ (404) $ (274) International 305 89 — 1,849 2,243 Consolidated $ 306 $ 218 $ — $ 1,445 $ 1,969 Nine Months Ended September 30, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 458 $ 1,482 $ 602 $ 6,974 $ 9,516 International 21,665 599 268 2,102 24,634 Consolidated $ 22,123 $ 2,081 $ 870 $ 9,076 $ 34,150 |
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, 2021 $ — $ — $ — Charges payable in cash 6,036 158 6,194 Cash payments (3,167) — (3,167) Foreign currency translation (29) — (29) Balance as of September 30, 2022 (1) $ 2,840 $ 158 $ 2,998 (1) Substantially all of the remaining cash payments for the 2022 Restructuring Plan costs are expected to be disbursed through 2023. The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Legal and Advisory Costs Total Balance as of December 31, 2021 $ 11,038 $ 311 $ 11,349 Charges payable in cash 306 218 524 Cash payments (5,390) (170) (5,560) Foreign currency translation (921) (66) (987) Balance as of September 30, 2022 (1) $ 5,033 $ 293 $ 5,326 (1) Substantially all of the remaining cash payments for the 2020 Restructuring Plan costs are expected to be disbursed by the end of 2023. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | Provision (benefit) for income taxes and income (loss) from operations before provision (benefit) for income taxes for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Provision (benefit) for income taxes $ (4,328) $ 135 $ (4,605) $ 773 Income (loss) from operations before provision (benefit) for income taxes (59,871) 78,836 (184,750) 90,793 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and nine months ended September 30, 2022 and 2021 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic and diluted net income (loss) per share: Numerator Net income (loss) $ (55,543) $ 78,701 $ (180,145) $ 90,020 Less: Net income (loss) attributable to noncontrolling interests 680 594 2,157 737 Basic net income (loss) attributable to common stockholders (56,223) 78,107 (182,302) 89,283 Diluted net income (loss) attributable to common stockholders (56,223) 78,107 (182,302) 89,283 Plus: Interest expense from assumed conversion of convertible senior notes — 700 — 1,392 Net income (loss) attributable to common stockholders plus assumed conversions (56,223) 78,807 (182,302) 90,675 Denominator Shares used in computation of basic net income (loss) per share 30,307,734 29,567,802 30,070,598 29,282,932 Weighted-average effect of diluted securities Restricted stock units — 351,720 — 712,866 Performance share units and other stock-based compensation awards — 68,616 — 89,981 Convertible senior notes due 2026 — 3,376,400 — 2,308,112 Shares used in computation of diluted net income (loss) per share 30,307,734 33,364,538 30,070,598 32,393,891 Basic net income (loss) per share: $ (1.86) $ 2.64 $ (6.06) $ 3.05 Diluted net income (loss) per share: $ (1.86) $ 2.36 $ (6.06) $ 2.80 |
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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock units 2,223,826 854,304 2,448,348 410,856 Performance share units and other stock-based compensation awards 94,690 — 102,406 — Convertible Senior notes due 2022 (1) — — — 1,144,689 Convertible Senior notes due 2026 (1) 3,376,400 — 3,376,400 — Warrants — — — 1,170,126 Capped call transactions 3,376,400 3,376,400 3,376,400 2,308,112 Total 9,071,316 4,230,704 9,303,554 5,033,783 (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 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) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Service revenue: Local $ 97,843 $ 129,131 $ 296,233 $ 394,358 Goods 5,978 9,189 20,476 37,266 Travel 4,065 4,791 13,465 18,893 Total service revenue 107,886 143,111 330,174 450,517 Product revenue - Goods — — — 626 Total North America revenue (1) 107,886 143,111 330,174 451,143 International Service revenue: Local 30,089 46,071 95,350 109,589 Goods 4,459 5,879 16,986 9,429 Travel 1,956 3,915 8,416 8,226 Total service revenue 36,504 55,865 120,752 127,244 Product revenue - Goods — 15,195 — 165,559 Total International revenue (1) $ 36,504 $ 71,060 $ 120,752 $ 292,803 |
Schedule of Cost of Revenue by Segment and Category | The following table summarizes cost of revenue by reportable segment and category for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Service cost of revenue: Local $ 13,388 $ 13,947 $ 40,428 $ 41,927 Goods 1,142 1,325 3,849 5,577 Travel 1,008 1,029 3,399 3,801 Total service cost of revenue 15,538 16,301 47,676 51,305 Product cost of revenue - Goods — — — 458 Total North America cost of revenue 15,538 16,301 47,676 51,763 International Service cost of revenue: Local 2,674 2,195 7,946 6,094 Goods 125 292 521 537 Travel 331 339 1,088 783 Total service cost of revenue 3,130 2,826 9,555 7,414 Product cost of revenue - Goods — 13,605 — 142,404 Total International cost of revenue $ 3,130 $ 16,431 $ 9,555 $ 149,818 |
Schedule of Operating Income by Reportable Segment | The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America Revenue $ 107,886 $ 143,111 $ 330,174 $ 451,143 Cost of revenue 15,538 16,301 47,676 51,763 Marketing 26,376 38,302 73,996 94,247 Contribution profit 65,972 88,508 208,502 305,133 International Revenue 36,504 71,060 120,752 292,803 Cost of revenue 3,130 16,431 9,555 149,818 Marketing 11,521 14,857 32,689 36,298 Contribution profit 21,853 39,772 78,508 106,687 Consolidated Revenue 144,390 214,171 450,926 743,946 Cost of revenue 18,668 32,732 57,231 201,581 Marketing 37,897 53,159 106,685 130,545 Contribution profit 87,825 128,280 287,010 411,820 Selling, general and administrative 119,243 119,494 369,601 384,606 Goodwill impairment — — 35,424 — Long-lived asset impairment — — 8,811 — Restructuring and related charges 4,912 12,483 8,163 34,150 Income (loss) from operations $ (36,330) $ (3,697) $ (134,989) $ (6,936) |
Schedule of Total Assets by Segment | The following table summarizes total assets by reportable segment as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Total assets: North America (1) $ 763,838 $ 964,523 International (1) 125,133 193,358 Consolidated total assets $ 888,971 $ 1,157,881 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | 9 Months Ended | ||||||||
Sep. 30, 2022 USD ($) segment | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jan. 01, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Number of operating segments | segment | 2 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | $ 97,114 | $ 122,085 | $ 184,842 | $ 210,296 | $ 149,497 | $ 55,836 | $ 65,620 | $ 107,674 | |
Convertible senior notes, net | 224,540 | 223,403 | |||||||
Additional Paid-In Capital | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | 2,317,003 | 2,308,176 | 2,300,558 | 2,294,215 | 2,269,184 | 2,260,308 | 2,263,790 | 2,348,114 | |
Accumulated Deficit | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | $ (1,339,170) | $ (1,282,947) | $ (1,191,720) | (1,156,868) | $ (1,186,253) | $ (1,264,360) | $ (1,260,978) | (1,320,886) | |
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | (18,969) | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Convertible senior notes, net | $ 19,000 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | (64,319) | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | Accounting Standards Update 2020-06 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | (67,000) | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | $ 45,350 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accounting Standards Update 2020-06 | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Stockholders' equity | $ 2,700 | $ 48,000 | |||||||
3.25% Convertible Senior Notes due 2022 | Senior Notes | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Effective interest rate | 3.76% |
GOODWILL AND LONG-LIVED ASSET_2
GOODWILL AND LONG-LIVED ASSETS - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) reportingUnit | Sep. 30, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Number of reporting units | reportingUnit | 2 | ||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 35,424,000 | $ 0 |
Long-lived asset impairment | 0 | $ 0 | 0 | 8,811,000 | 0 |
Intangible asset amortization expense | $ 2,100,000 | $ 2,100,000 | $ 6,397,000 | $ 6,728,000 | |
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 |
GOODWILL AND LONG-LIVED ASSET_3
GOODWILL AND LONG-LIVED ASSETS - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | $ 216,393,000 | $ 216,393,000 | |||
Goodwill impairment | $ 0 | 0 | $ 0 | (35,424,000) | $ 0 |
Foreign currency translation | (2,284,000) | ||||
Goodwill, ending balance | 178,685,000 | 178,685,000 | |||
North America | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | 178,685,000 | 178,685,000 | |||
Goodwill impairment | 0 | ||||
Foreign currency translation | 0 | ||||
Goodwill, ending balance | 178,685,000 | 178,685,000 | |||
International | |||||
Goodwill [Roll Forward] | |||||
Goodwill, beginning balance | $ 37,708,000 | 37,708,000 | |||
Goodwill impairment | (35,424,000) | ||||
Foreign currency translation | (2,284,000) | ||||
Goodwill, ending balance | $ 0 | $ 0 |
GOODWILL AND LONG-LIVED ASSET_4
GOODWILL AND LONG-LIVED ASSETS - Impairment For Long-Lived Asset And Right-Of-Use Assets And Leasehold Improvements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Impairment [Line Items] | ||||
Total impairment | $ 1,769 | $ 7,651 | $ 11,760 | $ 7,651 |
Long-Lived Asset Impairment | ||||
Impairment [Line Items] | ||||
Total impairment | 0 | 0 | 8,811 | 0 |
Restructuring And Related Charges | ||||
Impairment [Line Items] | ||||
Total impairment | 1,769 | 7,651 | 2,949 | 7,651 |
North America | Long-Lived Asset Impairment | ||||
Impairment [Line Items] | ||||
Total impairment | 0 | 0 | 0 | 0 |
North America | Restructuring And Related Charges | ||||
Impairment [Line Items] | ||||
Total impairment | 1,769 | 5,430 | 1,769 | 5,430 |
International | Long-Lived Asset Impairment | ||||
Impairment [Line Items] | ||||
Total impairment | 0 | 0 | 8,811 | 0 |
International | Restructuring And Related Charges | ||||
Impairment [Line Items] | ||||
Total impairment | $ 0 | $ 2,221 | $ 1,180 | $ 2,221 |
GOODWILL AND LONG-LIVED ASSET_5
GOODWILL AND LONG-LIVED ASSETS - Schedule of Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total Property, equipment and software, net | $ 0 | $ 870 | $ 3,371 | $ 870 |
Right-of-use assets - operating leases, net | 1,769 | 6,781 | 8,389 | 6,781 |
Total long-lived asset impairment | 1,769 | 7,651 | 11,760 | 7,651 |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property, equipment and software, net | 0 | 870 | 1,632 | 870 |
Computer hardware | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property, equipment and software, net | 0 | 0 | 1,323 | 0 |
Other property, equipment and software, net | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Property, equipment and software, net | $ 0 | $ 0 | $ 416 | $ 0 |
GOODWILL AND LONG-LIVED ASSET_6
GOODWILL AND LONG-LIVED ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 56,454 | $ 59,608 |
Accumulated Amortization | 37,659 | 35,298 |
Net Carrying Value | 18,795 | 24,310 |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 16,512 | 19,976 |
Accumulated Amortization | 12,500 | 12,554 |
Net Carrying Value | 4,012 | 7,422 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,160 | 9,604 |
Accumulated Amortization | 8,211 | 8,215 |
Net Carrying Value | 949 | 1,389 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 13,303 | 12,455 |
Accumulated Amortization | 6,502 | 5,712 |
Net Carrying Value | 6,801 | 6,743 |
Other intangible assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 17,479 | 17,573 |
Accumulated Amortization | 10,446 | 8,817 |
Net Carrying Value | $ 7,033 | $ 8,756 |
GOODWILL AND LONG-LIVED ASSET_7
GOODWILL AND LONG-LIVED ASSETS - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining amounts in 2022 | $ 2,047 | |
2023 | 7,205 | |
2024 | 3,877 | |
2025 | 2,469 | |
2026 | 1,622 | |
Thereafter | 1,575 | |
Net Carrying Value | $ 18,795 | $ 24,310 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Available-for-sale securities and fair value option investments | $ 0 | $ 0 | |||
Gain on sale of equity investments | $ 2,200,000 | $ 4,200,000 | $ 2,200,000 | ||
Other equity investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 119,500,000 | $ 119,500,000 | |||
Equity method investment, percent ownership of voting stock | 2.29% | ||||
Unrealized gain on investments | $ 89,100,000 | $ 89,100,000 | |||
Percentage of other equity investment sold | 100% | ||||
Proceed from sale of equity method investments | $ 2,600,000 | $ 4,200,000 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, percent ownership of voting stock | 2.29% | |
Minimum | Equity Securities | Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, percent ownership of voting stock | 1% | 1% |
Minimum | Equity Securities | Fair value option investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, percent ownership of voting stock | 10% | 10% |
Minimum | Debt Securities | Available-for-sale securities - redeemable preferred shares | ||
Schedule of Equity Method Investments [Line Items] | ||
Available for sale securities, percent ownership of voting stock | 1% | 1% |
Maximum | Equity Securities | Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, percent ownership of voting stock | 19% | 19% |
Maximum | Equity Securities | Fair value option investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, percent ownership of voting stock | 19% | 19% |
Maximum | Debt Securities | Available-for-sale securities - redeemable preferred shares | ||
Schedule of Equity Method Investments [Line Items] | ||
Available for sale securities, percent ownership of voting stock | 19% | 19% |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Interest income | $ 2,626 | $ 1,336 | $ 5,399 | $ 3,818 |
Interest expense | (3,760) | (3,534) | (9,849) | (14,123) |
Changes in fair value of investments | 0 | 91,288 | 0 | 95,533 |
Loss on extinguishment of debt | 0 | 0 | 0 | (5,090) |
Foreign currency gains (losses), net and other | (22,407) | (6,557) | (45,311) | 17,591 |
Other income (expense), net | $ (23,541) | 82,533 | $ (49,761) | 97,729 |
Foreign currency translation adjustments reclassified into earnings | 32,300 | |||
Other equity investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Unrealized gain on investments | $ 89,100 | $ 89,100 |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Prepaid expenses | $ 19,535 | $ 28,550 |
Income taxes receivable | 17,448 | 7,711 |
Deferred cloud implementation cost | 7,420 | 6,476 |
Other | 8,260 | 9,833 |
Total prepaid expenses and other current assets | $ 52,663 | $ 52,570 |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Deferred contract acquisition costs | $ 5,377 | $ 7,080 |
Deferred cloud implementation costs | 18,596 | 11,986 |
Other | 5,446 | 6,036 |
Total other non-current assets | $ 29,419 | $ 25,102 |
SUPPLEMENTAL CONDENSED CONSOL_6
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Refund reserve | $ 10,701 | $ 19,601 |
Compensation and benefits | 16,949 | 30,367 |
Accrued marketing | 12,529 | 37,900 |
Restructuring-related liabilities | 8,324 | 11,349 |
Customer credits | 45,669 | 56,558 |
Deferred revenue | 814 | 3,523 |
Operating lease obligations | 38,788 | 32,062 |
Other | 64,534 | 47,953 |
Total accrued expenses and other current liabilities | 198,308 | 239,313 |
Accrued payroll taxes, CARES Act | $ 2,700 | $ 2,700 |
SUPPLEMENTAL CONDENSED CONSOL_7
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 23,594 | $ 24,213 |
Deferred income taxes | 2,346 | 2,802 |
Other | 4,611 | 7,433 |
Total other non-current liabilities | $ 30,551 | $ 34,448 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
May 31, 2021 | Apr. 30, 2021 | May 31, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2016 | |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 5,090,000 | ||||||
Cost of convertible note hedges | $ 59,100,000 | |||||||||
Proceeds from Issuance of Warrants | $ 35,500,000 | |||||||||
Cash received on hedges | $ 2,300,000 | |||||||||
Settlement of cash paid for warrants | 1,300,000 | |||||||||
3.25% Convertible Senior Notes due 2022 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 3.25% | |||||||||
Principal amount | $ 250,000,000 | |||||||||
Aggregate purchase price | 255,000,000 | |||||||||
Repurchased debt outstanding principal amount | 250,000,000 | |||||||||
Accrued and unpaid interest | 1,000,000 | |||||||||
Debt repurchase prepayment penalty | 4,000,000 | |||||||||
Loss on extinguishment of debt | $ 5,100,000 | |||||||||
Effective interest rate | 3.76% | 3.76% | ||||||||
1.125% Convertible Senior Notes Due 2026 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 1.125% | |||||||||
Principal amount | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||
Net proceeds from issuance of debt | $ 222,100,000 | |||||||||
Proceeds from debt used for capped call transactions payment | 27,400,000 | 27,400,000 | ||||||||
Debt issuance costs | $ 7,800,000 | $ 7,800,000 | ||||||||
Effective interest rate | 1.83% | 1.83% | ||||||||
Fair value of debt | $ 148,300,000 | $ 148,300,000 | $ 183,300,000 | |||||||
Conversion price (in usd per share) | $ 68.12 | |||||||||
Debt conversion price, premium on stock price | 100% | |||||||||
1.125% Convertible Senior Notes Due 2026 | Senior Notes | 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 ($) | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2021 |
Debt Instrument [Line Items] | |||
Principal amount | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 |
Less: debt discount | (5,460,000) | (6,597,000) | |
Net carrying amount of liability | $ 224,540,000 | $ 223,403,000 |
FINANCING ARRANGEMENTS - Sche_2
FINANCING ARRANGEMENTS - Schedule of Convertible Debt Interest Expense (Details) - Senior Notes - Atairos Notes And 2026 Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest | $ 646 | $ 646 | $ 1,940 | $ 4,378 |
Amortization of debt discount | 380 | 374 | 1,137 | 1,226 |
Total | $ 1,026 | $ 1,020 | $ 3,077 | $ 5,604 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Facility (Details) | 1 Months Ended | 9 Months Ended | ||||||
Jul. 01, 2023 | Sep. 28, 2022 USD ($) | Jul. 31, 2020 USD ($) | Jun. 30, 2023 | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | May 30, 2019 USD ($) | |
2021 Second Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt collateral, percentage of outstanding capital stock, domestic subsidiaries | 100% | |||||||
Debt collateral, percentage of outstanding capital stock, first-tier foreign subsidiaries | 65% | |||||||
Amount of borrowings | $ 110,000,000 | $ 100,000,000 | ||||||
Outstanding letters of credit | 24,500,000 | $ 25,800,000 | ||||||
2021 Second Amended Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, commitment fee percentage on unused capacity | 0.25% | |||||||
2021 Second Amended Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, commitment fee percentage on unused capacity | 0.35% | |||||||
2021 Second Amended Credit Agreement | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
2021 Second Amended Credit Agreement | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2% | |||||||
2022 Third Amended Credit Agreement | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.10% | |||||||
2022 Third Amended Credit Agreement | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate term, ratio of funded indebtedness to EBITDA | 3 | |||||||
Debt, commitment fee percentage on unused capacity | 0.40% | 0.40% | ||||||
2022 Third Amended Credit Agreement | Forecast | ABR and Canadian Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.25% | 1.50% | ||||||
2022 Third Amended Credit Agreement | Forecast | Fixed Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | 2.50% | ||||||
Revolving Credit Facility | 2019 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 400,000,000 | |||||||
Revolving Credit Facility | 2021 Second Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 225,000,000 | |||||||
Minimum liquidity required under debt agreement | $ 250,000,000 | |||||||
Debt issuance costs | $ 4,000,000 | |||||||
Revolving Credit Facility | 2022 Third Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 150,000,000 | |||||||
Letter of Credit | 2021 Second Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 75,000,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 06, 2022 USD ($) | Sep. 30, 2022 USD ($) claim | Sep. 30, 2022 USD ($) claim plaintiff | Dec. 31, 2017 USD ($) | |
Recorded Unconditional Purchase Obligation [Line Items] | ||||
Increase in Accrued expenses and other current liabilities | $ 11.6 | |||
Decrease in long-term operating lease | 25.6 | |||
Decrease of operating leases right-of-use assets | 9.5 | |||
Gain on reassessment of lease term | 4.5 | |||
Indemnification liabilities | 2.8 | $ 2.8 | ||
Maximum exposure of indemnification liability | $ 11.7 | $ 11.7 | ||
Groupon Latin America | ||||
Recorded Unconditional Purchase Obligation [Line Items] | ||||
Estimated indemnification liability | $ 5.4 | |||
Securities Lawsuit | ||||
Recorded Unconditional Purchase Obligation [Line Items] | ||||
Litigation settlement amount | $ 13.5 | |||
Derivative Lawsuits | ||||
Recorded Unconditional Purchase Obligation [Line Items] | ||||
Loss contingency, number of plaintiffs | plaintiff | 4 | |||
Loss contingency, number of pending lawsuits | claim | 4 | 4 |
STOCKHOLDERS' EQUITY AND COMP_3
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2011 | |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 52.2 | ||
Weighted-average period of recognition | 1 year 2 months 8 days | ||
Vested (in shares) | (915,272) | ||
Vested (in dollars per share) | $ 33.25 | ||
Outstanding balance (in shares) | 3,008,993 | 2,205,235 | |
Restricted stock units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted stock units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Performance Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | (20,494) | ||
Vested (in dollars per share) | $ 31.97 | ||
Outstanding balance (in shares) | 17,269 | ||
Market-based Performance Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding balance (in shares) | 33,333 | ||
2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, shares authorized (in shares) | 11,875,000 | ||
Number of shares available for issuance (in shares) | 3,203,455 |
STOCKHOLDERS' EQUITY AND COMP_4
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS - Schedule of Restricted Stock Unit Activity (Details) - Restricted stock units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 2,205,235 |
Granted (in shares) | shares | 2,233,380 |
Vested (in shares) | shares | (915,272) |
Forfeited (in shares) | shares | (514,350) |
Ending balance (in shares) | shares | 3,008,993 |
Weighted-Average Grant Date Fair Value (per unit) | |
Beginning balance (in dollars per share) | $ / shares | $ 31.06 |
Granted (in dollars per share) | $ / shares | 19.14 |
Vested (in dollars per share) | $ / shares | 33.25 |
Forfeited (in dollars per share) | $ / shares | 26.94 |
Ending balance (in dollars per share) | $ / shares | $ 22.20 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in the Liability of Customer Credits (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Customer Credits [Roll Forward] | |
Customer credits, beginning balance | $ 56,558 |
Credits issued | 105,044 |
Credits redeemed | (98,160) |
Breakage revenue recognized | (16,459) |
Foreign currency translation | (1,314) |
Customer credits, ending balance | $ 45,669 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Capitalized Contract Cost [Line Items] | |||||
Deferred contract acquisition costs | $ 6.2 | $ 6.2 | $ 8 | ||
Amortization of deferred contract costs | 2.7 | $ 2.6 | 8.3 | $ 7.8 | |
Variable consideration from unredeemed vouchers sold in prior periods | $ 7.4 | $ 19.1 | $ 9.4 | $ 31.8 | |
Minimum | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred contract acquisition cost recognition period | 12 months | 12 months | |||
Maximum | |||||
Capitalized Contract Cost [Line Items] | |||||
Deferred contract acquisition cost recognition period | 18 months | 18 months |
REVENUE RECOGNITION - Activit_2
REVENUE RECOGNITION - Activity in Allowance for Expected Credit Losses on Accounts Receivable (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Allowance for credit loss on accounts receivable, beginning balance | $ 7,974 |
Change in provision | (896) |
Write-offs | (1,254) |
Foreign currency translation | (674) |
Allowance for credit loss on accounts receivable, ending balance | $ 5,150 |
RESTRUCTURING AND RELATED CHA_3
RESTRUCTURING AND RELATED CHARGES - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 08, 2022 position | Apr. 30, 2020 position | Sep. 30, 2022 USD ($) employee | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) employee | Sep. 30, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Foreign currency translation adjustments reclassified into earnings | $ 32,300 | |||||
Right-of-use assets - operating leases, net | $ 1,769 | $ 6,781 | $ 8,389 | 6,781 | ||
Gain on reassessment of lease term | $ 4,500 | |||||
2022 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Reduction in number of positions (in employees) | 500 | 318 | 318 | |||
Restructuring and related charges, incurred to date | $ 6,200 | $ 6,200 | ||||
2022 Restructuring Plan | Minimum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring cost (up to) | 10,000 | 10,000 | ||||
2022 Restructuring Plan | Maximum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring cost (up to) | 20,000 | 20,000 | ||||
2020 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Reduction in number of positions (in employees) | position | 1,600 | |||||
Restructuring and related charges, incurred to date | 108,700 | 108,700 | ||||
Foreign currency translation adjustments reclassified into earnings | 32,300 | |||||
Restructuring And Related Charges | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Right-of-use assets - operating leases, net | 7,700 | 7,700 | ||||
Restructuring And Related Charges | 2020 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Right-of-use assets - operating leases, net | $ 1,800 | $ 7,700 | $ 2,900 | $ 7,700 |
RESTRUCTURING AND RELATED CHA_4
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Costs by Segment (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 08, 2022 position | Apr. 30, 2020 position | Sep. 30, 2022 USD ($) employee | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) employee | Sep. 30, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related charges | $ 4,912 | $ 12,483 | $ 8,163 | $ 34,150 | ||
2022 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Employee Severance and Benefit Costs (Credits) | 6,036 | 6,036 | ||||
Other Exit Costs | 158 | 158 | ||||
Restructuring and related charges | $ 6,194 | $ 6,194 | ||||
Number of employees terminated | employee | 380 | 380 | ||||
Number of planned additional employee termination | 500 | 318 | 318 | |||
2020 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Employee Severance and Benefit Costs (Credits) | $ 121 | 2,626 | $ 306 | 22,123 | ||
Legal and Advisory Costs | 27 | 822 | 218 | 2,081 | ||
Property, Equipment and Software Impairments | 0 | 870 | 0 | 870 | ||
Right-of-Use Asset Impairments and Lease-related Charges (Credits) | (1,430) | 8,165 | 1,445 | 9,076 | ||
Restructuring and related charges | (1,282) | 12,483 | 1,969 | 34,150 | ||
Number of planned additional employee termination | position | 1,600 | |||||
North America | 2022 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Employee Severance and Benefit Costs (Credits) | 4,600 | 4,600 | ||||
Other Exit Costs | 158 | 158 | ||||
Restructuring and related charges | 4,758 | 4,758 | ||||
North America | 2020 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Employee Severance and Benefit Costs (Credits) | 0 | 26 | 1 | 458 | ||
Legal and Advisory Costs | (1) | 251 | 129 | 1,482 | ||
Property, Equipment and Software Impairments | 0 | 602 | 0 | 602 | ||
Right-of-Use Asset Impairments and Lease-related Charges (Credits) | (1,578) | 5,610 | (404) | 6,974 | ||
Restructuring and related charges | (1,579) | 6,489 | (274) | 9,516 | ||
International | 2022 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Employee Severance and Benefit Costs (Credits) | 1,436 | 1,436 | ||||
Other Exit Costs | 0 | 0 | ||||
Restructuring and related charges | 1,436 | 1,436 | ||||
International | 2020 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Employee Severance and Benefit Costs (Credits) | 121 | 2,600 | 305 | 21,665 | ||
Legal and Advisory Costs | 28 | 571 | 89 | 599 | ||
Property, Equipment and Software Impairments | 0 | 268 | 0 | 268 | ||
Right-of-Use Asset Impairments and Lease-related Charges (Credits) | 148 | 2,555 | 1,849 | 2,102 | ||
Restructuring and related charges | $ 297 | $ 5,994 | $ 2,243 | $ 24,634 |
RESTRUCTURING AND RELATED CHA_5
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Liability Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
2022 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 0 |
Charges payable in cash | 6,194 |
Cash payments | (3,167) |
Foreign currency translation | (29) |
Restructuring reserve, ending balance | 2,998 |
2020 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 11,349 |
Charges payable in cash | 524 |
Cash payments | (5,560) |
Foreign currency translation | (987) |
Restructuring reserve, ending balance | 5,326 |
Employee Severance and Benefit Costs | 2022 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 0 |
Charges payable in cash | 6,036 |
Cash payments | (3,167) |
Foreign currency translation | (29) |
Restructuring reserve, ending balance | 2,840 |
Employee Severance and Benefit Costs | 2020 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 11,038 |
Charges payable in cash | 306 |
Cash payments | (5,390) |
Foreign currency translation | (921) |
Restructuring reserve, ending balance | 5,033 |
Other Exit Costs | 2022 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 0 |
Charges payable in cash | 158 |
Cash payments | 0 |
Foreign currency translation | 0 |
Restructuring reserve, ending balance | 158 |
Legal and Advisory Costs | 2020 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 311 |
Charges payable in cash | 218 |
Cash payments | (170) |
Foreign currency translation | (66) |
Restructuring reserve, ending balance | $ 293 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ (4,328) | $ 135 | $ (4,605) | $ 773 |
Income (loss) from operations before provision (benefit) for income taxes | $ (59,871) | $ 78,836 | $ (184,750) | $ 90,793 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - International $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Taxes [Line Items] | |
Proposed assessment for claims | $ 105.7 |
Decrease in unrecognized tax benefits reasonably possible | $ 26.2 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 35,424,000 | $ 0 | |
Long-lived asset impairment | 0 | $ 0 | 0 | 8,811,000 | 0 | |
Right-of-use assets - operating leases, net | 1,769,000 | 6,781,000 | 8,389,000 | 6,781,000 | ||
Gain on sale of equity investments | 2,200,000 | $ 4,200,000 | 2,200,000 | |||
Other equity investments | ||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||||
Unrealized gain on investments | 89,100,000 | 89,100,000 | ||||
Restructuring And Related Charges | ||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||||
Long-lived asset impairment | 1,800,000 | 2,900,000 | ||||
Right-of-use assets - operating leases, net | $ 7,700,000 | $ 7,700,000 | ||||
Long-Lived Asset Impairment | ||||||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||||||
Long-lived asset impairment | $ 1,800,000 | $ 11,800,000 |
INCOME (LOSS) PER SHARE - Sched
INCOME (LOSS) PER SHARE - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net income (loss) | $ (55,543) | $ 78,701 | $ (180,145) | $ 90,020 |
Less: Net income (loss) attributable to noncontrolling interests | 680 | 594 | 2,157 | 737 |
Basic net income (loss) attributable to common stockholders | (56,223) | 78,107 | (182,302) | 89,283 |
Diluted net income (loss) attributable to common stockholders | (56,223) | 78,107 | (182,302) | 89,283 |
Plus: Interest expense from assumed conversion of convertible senior notes | 0 | 700 | 0 | 1,392 |
Net income (loss) attributable to common stockholders plus assumed conversions | $ (56,223) | $ 78,807 | $ (182,302) | $ 90,675 |
Denominator | ||||
Shares used in computation of basic net income (loss) per share (in shares) | 30,307,734 | 29,567,802 | 30,070,598 | 29,282,932 |
Weighted-average effect of diluted securities | ||||
Shares used in computation of diluted net income (loss) per share (in shares) | 30,307,734 | 33,364,538 | 30,070,598 | 32,393,891 |
Basic net income (loss) per share (in usd per share) | $ (1.86) | $ 2.64 | $ (6.06) | $ 3.05 |
Diluted net income (loss) per share (in usd per share) | $ (1.86) | $ 2.36 | $ (6.06) | $ 2.80 |
Convertible senior notes due 2026 | ||||
Weighted-average effect of diluted securities | ||||
Dilutive effect of convertible senior notes (in shares) | 0 | 3,376,400 | 0 | 2,308,112 |
Restricted stock units | ||||
Weighted-average effect of diluted securities | ||||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 351,720 | 0 | 712,866 |
Performance share units and other stock-based compensation awards | ||||
Weighted-average effect of diluted securities | ||||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 68,616 | 0 | 89,981 |
INCOME (LOSS) PER SHARE - Sch_2
INCOME (LOSS) PER SHARE - Schedule of Weighted-Average Potentially Dilutive Instruments (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,071,316 | 4,230,704 | 9,303,554 | 5,033,783 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,223,826 | 854,304 | 2,448,348 | 410,856 |
Performance share units 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) | 94,690 | 0 | 102,406 | 0 |
Convertible senior notes due 2022 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 1,144,689 |
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 | 0 | 3,376,400 | 0 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 1,170,126 |
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 | 3,376,400 | 2,308,112 |
Market-based Performance Share Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable upon vesting of outstanding performance share units (in shares) | 33,333 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 144,390 | $ 214,171 | $ 450,926 | $ 743,946 |
Service | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 144,390 | 198,976 | 450,926 | 577,761 |
Product | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 0 | 15,195 | 0 | 166,185 |
North America | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 107,886 | 143,111 | 330,174 | 451,143 |
North America | United States | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 105,000 | 140,200 | 323,900 | 444,200 |
North America | Service | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 107,886 | 143,111 | 330,174 | 450,517 |
North America | Local | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 97,843 | 129,131 | 296,233 | 394,358 |
North America | Goods | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 5,978 | 9,189 | 20,476 | 37,266 |
North America | Travel | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 4,065 | 4,791 | 13,465 | 18,893 |
North America | Product | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 626 |
International | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 36,504 | 71,060 | 120,752 | 292,803 |
International | United Kingdom | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 21,400 | 100,400 | ||
International | Service | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 36,504 | 55,865 | 120,752 | 127,244 |
International | Local | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 30,089 | 46,071 | 95,350 | 109,589 |
International | Goods | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 4,459 | 5,879 | 16,986 | 9,429 |
International | Travel | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | 1,956 | 3,915 | 8,416 | 8,226 |
International | Product | ||||
Schedule of Revenue by Segment [Line Items] | ||||
Total revenue | $ 0 | $ 15,195 | $ 0 | $ 165,559 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Cost of Revenue by Segment and Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Cost of revenue | $ 18,668 | $ 32,732 | $ 57,231 | $ 201,581 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 15,538 | 16,301 | 47,676 | 51,763 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 3,130 | 16,431 | 9,555 | 149,818 |
Service | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 18,668 | 19,127 | 57,231 | 58,719 |
Service | North America | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 15,538 | 16,301 | 47,676 | 51,305 |
Service | International | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 3,130 | 2,826 | 9,555 | 7,414 |
Local | North America | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 13,388 | 13,947 | 40,428 | 41,927 |
Local | International | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 2,674 | 2,195 | 7,946 | 6,094 |
Goods | North America | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 1,142 | 1,325 | 3,849 | 5,577 |
Goods | International | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 125 | 292 | 521 | 537 |
Travel | North America | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 1,008 | 1,029 | 3,399 | 3,801 |
Travel | International | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 331 | 339 | 1,088 | 783 |
Product | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 0 | 13,605 | 0 | 142,862 |
Product | North America | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | 0 | 0 | 0 | 458 |
Product | International | ||||
Segment Reporting Information [Line Items] | ||||
Cost of revenue | $ 0 | $ 13,605 | $ 0 | $ 142,404 |
SEGMENT INFORMATION - Schedul_3
SEGMENT INFORMATION - Schedule of Contribution Profit by Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Operating Income (Loss) by Segment | |||||
Revenue | $ 144,390,000 | $ 214,171,000 | $ 450,926,000 | $ 743,946,000 | |
Cost of revenue | 18,668,000 | 32,732,000 | 57,231,000 | 201,581,000 | |
Marketing | 37,897,000 | 53,159,000 | 106,685,000 | 130,545,000 | |
Contribution profit | 87,825,000 | 128,280,000 | 287,010,000 | 411,820,000 | |
Selling, general and administrative | 119,243,000 | 119,494,000 | 369,601,000 | 384,606,000 | |
Goodwill impairment | 0 | $ 0 | 0 | 35,424,000 | 0 |
Long-lived asset impairment | 0 | $ 0 | 0 | 8,811,000 | 0 |
Restructuring and related charges | 4,912,000 | 12,483,000 | 8,163,000 | 34,150,000 | |
Income (loss) from operations | (36,330,000) | (3,697,000) | (134,989,000) | (6,936,000) | |
North America | |||||
Schedule of Operating Income (Loss) by Segment | |||||
Revenue | 107,886,000 | 143,111,000 | 330,174,000 | 451,143,000 | |
Cost of revenue | 15,538,000 | 16,301,000 | 47,676,000 | 51,763,000 | |
Marketing | 26,376,000 | 38,302,000 | 73,996,000 | 94,247,000 | |
Contribution profit | 65,972,000 | 88,508,000 | 208,502,000 | 305,133,000 | |
Goodwill impairment | 0 | ||||
International | |||||
Schedule of Operating Income (Loss) by Segment | |||||
Revenue | 36,504,000 | 71,060,000 | 120,752,000 | 292,803,000 | |
Cost of revenue | 3,130,000 | 16,431,000 | 9,555,000 | 149,818,000 | |
Marketing | 11,521,000 | 14,857,000 | 32,689,000 | 36,298,000 | |
Contribution profit | $ 21,853,000 | $ 39,772,000 | 78,508,000 | $ 106,687,000 | |
Goodwill impairment | $ 35,424,000 |
SEGMENT INFORMATION - Schedul_4
SEGMENT INFORMATION - Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 888,971 | $ 1,157,881 |
North America | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 763,838 | 964,523 |
North America | United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 751,700 | 951,800 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 125,133 | 193,358 |
International | United Kingdom | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 126,000 |
Uncategorized Items - grpn-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |