COVER
COVER - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-35335 | ||
Entity Registrant Name | Groupon, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0903295 | ||
Entity Address, Address Line One | 35 West Wacker Drive | ||
Entity Address, Address Line Two | 25th Floor | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60601 | ||
City Area Code | (773) | ||
Local Phone Number | 945-6801 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | GRPN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Smaller Reporting Company | true | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 128,952,000 | ||
Entity Common Stock, Shares Outstanding | 38,970,320 | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2024 or, if not filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates, from an amended report on Form 10-K/A filed in the same time period. | ||
Entity Central Index Key | 0001490281 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 141,563 | $ 281,279 |
Accounts receivable, net | 50,373 | 44,971 |
Prepaid expenses and other current assets | 63,647 | 41,101 |
Total current assets | 255,583 | 367,351 |
Property, equipment and software, net | 30,530 | 56,731 |
Right-of-use assets - operating leases, net | 2,197 | 12,127 |
Goodwill | 178,685 | 178,685 |
Intangible assets, net | 11,404 | 17,641 |
Investments | 74,823 | 119,541 |
Deferred income taxes | 11,639 | 13,550 |
Other non-current assets | 6,095 | 27,491 |
Total assets | 570,956 | 793,117 |
Current liabilities: | ||
Short-term borrowings | 42,776 | 75,000 |
Accounts payable | 15,016 | 59,568 |
Accrued merchant and supplier payables | 209,423 | 225,420 |
Accrued expenses and other current liabilities | 101,939 | 171,452 |
Total current liabilities | 369,154 | 531,440 |
Convertible senior notes, net | 226,470 | 224,923 |
Operating lease obligations | 2,382 | 9,310 |
Other non-current liabilities | 13,262 | 18,586 |
Total liabilities | 611,268 | 784,259 |
Commitments and contingencies (see Note 9) | ||
Stockholders' equity (deficit) | ||
Common Stock, par value $0.0001 per share, 100,500,000 shares authorized; 42,147,266 shares issued and 31,853,149 shares outstanding at December 31, 2023; 40,786,996 shares issued and 30,492,879 shares outstanding at December 31, 2022 | 4 | 4 |
Additional paid-in capital | 2,337,565 | 2,322,672 |
Treasury stock, at cost, 10,294,117 shares at December 31, 2023 and December 31, 2022 | (922,666) | (922,666) |
Accumulated deficit | (1,449,887) | (1,394,477) |
Accumulated other comprehensive income (loss) | (5,647) | 2,942 |
Total Groupon, Inc. stockholders' equity (deficit) | (40,631) | 8,475 |
Noncontrolling interests | 319 | 383 |
Total equity (deficit) | (40,312) | 8,858 |
Total liabilities and equity (deficit) | $ 570,956 | $ 793,117 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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) | 42,147,266 | 40,786,996 |
Common stock, shares outstanding (in shares) | 31,853,149 | 30,492,879 |
Treasury stock (in shares) | 10,294,117 | 10,294,117 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 514,910,000 | $ 599,085,000 | $ 967,108,000 |
Cost of revenue: | |||
Cost of revenue | 64,246,000 | 76,261,000 | 229,992,000 |
Gross profit | 450,664,000 | 522,824,000 | 737,116,000 |
Operating expenses: | |||
Marketing | 110,505,000 | 149,231,000 | 188,780,000 |
Selling, general and administrative | 350,405,000 | 481,375,000 | 511,096,000 |
Goodwill impairment | 0 | 35,424,000 | 0 |
Long-lived asset impairment | 0 | 12,259,000 | 0 |
Restructuring and related charges | 8,006,000 | 12,350,000 | 41,895,000 |
Total operating expenses | 468,916,000 | 690,639,000 | 741,771,000 |
Income (loss) from operations | (18,252,000) | (167,815,000) | (4,655,000) |
Other income (expense), net | (25,174,000) | (24,155,000) | 92,680,000 |
Income (loss) before provision (benefit) for income taxes | (43,426,000) | (191,970,000) | 88,025,000 |
Provision (benefit) for income taxes | 9,508,000 | 42,410,000 | (32,323,000) |
Net income (loss) | (52,934,000) | (234,380,000) | 120,348,000 |
Net (income) loss attributable to noncontrolling interests | (2,476,000) | (3,229,000) | (1,680,000) |
Net income (loss) attributable to Groupon, Inc. | $ (55,410,000) | $ (237,609,000) | $ 118,668,000 |
Net income (loss) per share: | |||
Basic (in usd per share) | $ (1.77) | $ (7.88) | $ 4.04 |
Diluted (in usd per share) | $ (1.77) | $ (7.88) | $ 3.68 |
Weighted average number of shares outstanding: | |||
Basic (in shares) | 31,243,179 | 30,166,100 | 29,365,880 |
Diluted (in shares) | 31,243,179 | 30,166,100 | 33,513,440 |
Service | |||
Revenue: | |||
Total revenue | $ 514,910,000 | $ 599,085,000 | $ 794,795,000 |
Cost of revenue: | |||
Cost of revenue | 64,246,000 | 76,261,000 | 82,020,000 |
Product | |||
Revenue: | |||
Total revenue | 0 | 0 | 172,313,000 |
Cost of revenue: | |||
Cost of revenue | $ 0 | $ 0 | $ 147,972,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (52,934) | $ (234,380) | $ 120,348 |
Other comprehensive income (loss): | |||
Net change in unrealized gain (loss) on foreign currency translation adjustments | (8,589) | 7,755 | (40,195) |
Reclassification of cumulative foreign currency translation adjustments (See Note 13) | 0 | 0 | 32,273 |
Other comprehensive income (loss) | (8,589) | 7,755 | (7,922) |
Comprehensive income (loss) | (61,523) | (226,625) | 112,426 |
Comprehensive income attributable to noncontrolling interests | (2,476) | (3,229) | (1,680) |
Comprehensive income (loss) attributable to Groupon, Inc. | $ (63,999) | $ (229,854) | $ 110,746 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Total Groupon, Inc. Stockholders' Equity (Deficit) | Total Groupon, Inc. Stockholders' Equity (Deficit) 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 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) |
Beginning balance (in shares) at Dec. 31, 2020 | (10,294,117) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | 112,426 | 110,746 | 118,668 | (7,922) | 1,680 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 1,319,695 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 49,399 | |||||||||||
Shares issued under employee stock purchase plan | 1,128 | 1,128 | 1,128 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (504,735) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (19,834) | (19,834) | (19,834) | |||||||||
Purchase of capped call transactions, net of tax | (20,502) | (20,502) | (20,502) | |||||||||
Settlement of convertible note hedges, net of tax | 14,511 | 14,511 | 14,511 | |||||||||
Settlement of warrants | (1,752) | (1,752) | (1,752) | |||||||||
Stock-based compensation on equity-classified awards | 36,869 | 36,869 | 36,869 | |||||||||
Distributions to noncontrolling interest holders | (1,255) | (1,255) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 40,007,255 | |||||||||||
Ending balance at Dec. 31, 2021 | 210,296 | 209,872 | $ 4 | 2,294,215 | $ (922,666) | (1,156,868) | (4,813) | 424 | ||||
Ending balance (in shares) at Dec. 31, 2021 | (10,294,117) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | (226,625) | (229,854) | (237,609) | 7,755 | 3,229 | |||||||
Vesting of restricted stock units and performance share units (in shares) | 1,101,375 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 83,551 | |||||||||||
Shares issued under employee stock purchase plan | 1,105 | 1,105 | 1,105 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (405,185) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (6,043) | (6,043) | (6,043) | |||||||||
Stock-based compensation on equity-classified awards | 33,395 | 33,395 | 33,395 | |||||||||
Distributions to noncontrolling interest holders | $ (3,270) | (3,270) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 30,492,879 | 40,786,996 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 8,858 | 8,475 | $ 4 | 2,322,672 | $ (922,666) | (1,394,477) | 2,942 | 383 | ||||
Ending balance (in shares) at Dec. 31, 2022 | (10,294,117) | (10,294,117) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Comprehensive income (loss) | $ (61,523) | (63,999) | (55,410) | (8,589) | 2,476 | |||||||
Exercise of stock options (in shares) | 437,500 | 437,500 | ||||||||||
Exercise of stock options | $ 2,625 | 2,625 | 2,625 | |||||||||
Vesting of restricted stock units and performance share units (in shares) | 1,385,284 | |||||||||||
Shares issued under employee stock purchase plan (in shares) | 45,879 | |||||||||||
Shares issued under employee stock purchase plan | 307 | 307 | 307 | |||||||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (508,393) | |||||||||||
Tax withholdings related to net share settlements of stock-based compensation awards | (3,321) | (3,321) | (3,321) | |||||||||
Stock-based compensation on equity-classified awards | 15,282 | 15,282 | 15,282 | |||||||||
Distributions to noncontrolling interest holders | $ (2,540) | (2,540) | ||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 31,853,149 | 42,147,266 | ||||||||||
Ending balance at Dec. 31, 2023 | $ (40,312) | $ (40,631) | $ 4 | $ 2,337,565 | $ (922,666) | $ (1,449,887) | $ (5,647) | $ 319 | ||||
Ending balance (in shares) at Dec. 31, 2023 | (10,294,117) | (10,294,117) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating activities | ||||
Net income (loss) | $ (52,934,000) | $ (234,380,000) | $ 120,348,000 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization of property, equipment and software | 43,401,000 | 54,170,000 | 63,925,000 | |
Amortization of acquired intangible assets | 7,817,000 | 8,493,000 | 8,894,000 | |
Impairment of goodwill | 0 | 35,424,000 | 0 | |
Impairment of long-lived assets | 0 | 12,259,000 | 0 | |
Restructuring-related impairment | 0 | 2,949,000 | 7,651,000 | |
Stock-based compensation | 14,481,000 | 30,006,000 | 33,169,000 | |
Changes in fair value of investments | 25,751,000 | 0 | (95,623,000) | |
Deferred income taxes | 1,735,000 | 49,099,000 | (33,985,000) | |
(Gain) loss on early lease termination | (729,000) | (4,471,000) | 0 | |
Foreign currency translation adjustments reclassified into earnings | 0 | 0 | (32,273,000) | |
Foreign currency (gains) losses, net | (5,105,000) | 10,934,000 | 26,730,000 | |
Change in assets and liabilities: | ||||
Accounts receivable | (4,482,000) | (10,088,000) | 5,432,000 | |
Prepaid expenses and other current assets | 21,364,000 | 9,812,000 | (13,472,000) | |
Right-of-use assets - operating leases | 9,747,000 | 16,986,000 | 19,919,000 | |
Accounts payable | (44,594,000) | 37,540,000 | (10,302,000) | |
Accrued merchant and supplier payables | (18,286,000) | (39,428,000) | (133,849,000) | |
Accrued expenses and other current liabilities | (37,851,000) | (71,804,000) | (45,015,000) | |
Operating lease obligations | (27,149,000) | (30,295,000) | (31,801,000) | |
Payments for early lease terminations | (9,724,000) | 0 | 0 | |
Other, net | (1,427,000) | (13,193,000) | (13,706,000) | |
Net cash provided by (used in) operating activities | (77,985,000) | (135,987,000) | (123,958,000) | |
Investing activities | ||||
Purchases of property and equipment and capitalized software | (19,285,000) | (36,168,000) | (49,630,000) | |
Proceeds from sale or divestment of investment | 18,924,000 | 0 | 6,950,000 | |
Proceeds from sale of fixed assets | 1,489,000 | 0 | 0 | |
Acquisitions of intangible assets and other investing activities | (2,525,000) | (2,677,000) | (3,131,000) | |
Net cash provided by (used in) investing activities | (1,397,000) | (38,845,000) | (45,811,000) | |
Financing activities | ||||
Proceeds from borrowings under revolving credit agreement | 0 | 40,000,000 | 0 | |
Payments of borrowings under revolving credit agreement | (32,224,000) | (65,000,000) | (100,000,000) | |
Proceeds from issuance of 2026 convertible notes | 0 | 0 | 230,000,000 | |
Issuance costs for 2026 convertible notes and revolving credit agreement | (559,000) | (490,000) | (7,747,000) | |
Purchase of capped call transactions | 0 | 0 | (27,416,000) | |
Payments for the repurchase of Atairos convertible notes | 0 | 0 | (254,000,000) | |
Proceeds from the settlement of convertible note hedges | 0 | 0 | 2,315,000 | |
Payments for the settlement of warrants | 0 | 0 | (1,345,000) | |
Taxes paid related to net share settlements of stock-based compensation awards | (3,299,000) | (6,065,000) | (19,834,000) | |
Proceeds from stock option exercises and employee stock purchase plan | 2,932,000 | 1,105,000 | 1,128,000 | |
Payments of finance lease obligations | 0 | (687,000) | (5,302,000) | |
Other financing activities | (2,540,000) | (3,270,000) | (1,649,000) | |
Net cash provided by (used in) financing activities | (35,690,000) | (34,407,000) | (183,850,000) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,014,000 | (8,548,000) | 2,017,000 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (114,058,000) | (217,787,000) | (351,602,000) | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 281,696,000 | 499,483,000 | 851,085,000 |
Cash, cash equivalents and restricted cash, end of period | [1] | 167,638,000 | 281,696,000 | 499,483,000 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 6,624,000 | 5,940,000 | 13,866,000 | |
Income tax payments | 7,904,000 | 5,184,000 | 11,145,000 | |
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software | (1,770,000) | 3,325,000 | 672,000 | |
Cash paid for amounts included in the measurement of operating lease liabilities | 26,686,000 | 31,508,000 | 33,079,000 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 973,000 | $ 2,635,000 | $ 683,000 | |
[1] The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the Consolidated Balance Sheets as of December 31, 2023, 2022 and 2021 (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 141,563 $ 281,279 $ 498,726 Restricted cash included in prepaid expenses and other current assets 26,075 417 757 Cash, cash equivalents and restricted cash $ 167,638 $ 281,696 $ 499,483 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 141,563 | $ 281,279 | $ 498,726 | ||
Restricted cash included in prepaid expenses and other current assets | 26,075 | 417 | 757 | ||
Cash, cash equivalents and restricted cash | [1] | $ 167,638 | $ 281,696 | $ 499,483 | $ 851,085 |
[1] The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the Consolidated Balance Sheets as of December 31, 2023, 2022 and 2021 (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 141,563 $ 281,279 $ 498,726 Restricted cash included in prepaid expenses and other current assets 26,075 417 757 Cash, cash equivalents and restricted cash $ 167,638 $ 281,696 $ 499,483 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
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 18, Segment Information, for more information . |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Consolidated Financial Statements include the accounts of Groupon, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control and variable interest entities for which we have determined that we are the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the 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. The accompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Beginning in the fourth quarter 2022, we disclosed conditions and events such as increasing cash outflows, operating losses and insufficient cash balances that, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. However, that doubt was alleviated through management's plans. In the second quarter 2023, the addition of the maturing credit facility indicated that substantial doubt was no longer alleviated by management's plans. In the fourth quarter of 2023, we executed a fully backstopped Rights Offering that closed in January 2024. The Rights Offering was oversubscribed and raised $80.0 million. In February 2024, we used $43.1 million of proceeds from the Rights Offering to repay our credit facility in advance of its maturity in May 2024. In the fourth quarter of 2023, we also received $18.9 million in proceeds from the sale of a portion of our non-controlling equity interest in SumUp. Our net cash used in operating activities has improved year-over-year, from $78.0 million and $136.0 million for the years ended December 31, 2023 and December 31, 2022, with net cash provided by operating activities of $54.5 million and $15.9 million for the three months ended December 31, 2023 and December 31, 2022. Accordingly, management has concluded that there is no longer substantial doubt about our ability to continue as a going concern. Adoption of New Accounting Standards There were no new accounting standards adopted during the year ended December 31, 2023. Reclassifications Certain reclassifications have been made to the Consolidated Financial Statements of prior periods and the accompanying notes to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. Cash, Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Accounts Receivable, Net Accounts receivable primarily represents the net cash due from credit card and other payment processors and from merchants and performance marketing networks for commissions earned on consumer purchases. The carrying amount of receivables is reduced by an allowance for expected credit losses that reflects management's best estimate of amounts that will not be collected. We establish an allowance for expected credit losses on accounts receivable based on identifying the following customer risk characteristics: size, type of customer, and payment terms offered in the normal course of business. Receivables with similar risk characteristics are grouped into pools. For each pool, we consider the historical credit loss experience, current economic conditions, bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets within Selling, general and administrative expense on the Consolidated Statements of Operations. Generally, the useful lives are three Internal-Use Software We incur costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within Property, equipment and software, net on the Consolidated Balance Sheets. Amortization of internal-use software is recorded on a straight-line basis over the two-year estimated useful life of the assets within Cost of revenue and Selling, general and administrative expense on the Consolidated Statements of Operations. Cloud Computing Costs We have entered into non-cancelable cloud computing hosting arrangements for which we incur implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. Amortization of implementation costs is recorded on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are recorded in Selling, general and administrative expense on the Consolidated Statements of Operations. Goodwill Goodwill is allocated to our reporting units at acquisition. Our reporting units are the same as our operating segments, North America and International. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. We evaluate goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may exceed its fair value. We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more-likely-than-not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit's fair value. If the fair value of the reporting unit is in excess of its carrying value, the related goodwill is not impaired. If the fair value is less than the carrying value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. Investments Investments in equity shares without a readily determinable fair value and for which we do not have the ability to exercise significant influence are accounted for at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through Other income (expense), net on the Consolidated Statements of Operations. Those investments are classified within Investments on the Consolidated Balance Sheets. We have investments in Common Stock or in-substance Common Stock for which we have the ability to exercise significant influence and we have made an irrevocable election to account for those investments at fair value. Those investments are classified within Investments on the Consolidated Balance Sheets. We classify our debt securities as available-for-sale securities, which are classified within Investments on the Consolidated Balance Sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the Consolidated Statements of Operations. We conduct reviews of our available-for-sale investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in Accumulated other comprehensive income (loss) for available-for-sale securities on the Consolidated Balance Sheets. Income Taxes We account for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. We regularly review deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. We are subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions or by changes in the relevant laws, regulations, principles and interpretations. We account for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the Consolidated Financial Statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Lease Obligations We have entered into various non-cancelable operating lease agreements for our offices. Significant judgment is required when determining whether a contract is or contains a lease. We review contracts to determine whether the language conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We classify leases at their commencement as either operating or finance leases. We recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease, which is the date we have the right to control the asset. Lease liabilities are measured based on the present value of the minimum lease payments discounted by a rate determined as of the date of commencement. The discount rate used to calculate the present value for lease payments is the rate implicit in the lease, unless that rate cannot be readily determined. For leases in which the rate implicit in the lease is not readily determinable, the discount rate is our incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term as the lease. Right-of-use assets are measured based on the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives. Minimum lease payments made under operating leases are apportioned between interest expense and a reduction of the related operating lease obligations. Operating lease costs, including interest expense on operating leases, are generally presented within Selling, general and administrative expense on the Consolidated Statements of Operations and the related operating lease obligation is presented within Accrued expenses and other current liabilities and Operating lease obligations on the Consolidated Balance Sheets. Short term leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed in the period in which they are incurred. We may receive renewal or expansion options, rent holidays, leasehold improvements or other incentives on certain lease agreements. We assess whether it is reasonably certain that we will exercise an option to renew or terminate a lease by considering factors that create an economic incentive or disincentive. Certain lease agreements include variable lease costs which are primarily related to costs that are dependent on our usage of the underlying asset or lease payments that are dependent on an index when that index has changed since lease commencement. Those costs are expensed in the period in which they are incurred. Revenue Recognition We recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. We offer goods and services through our online marketplaces in three primary categories: Local, Goods and Travel. Service and Product Revenue Service revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Those transactions generally involve a customer's purchase of a voucher through one of our online marketplaces that can be redeemed by the customer with a third-party merchant for goods or services (or for discounts on goods or services). Service revenue from those transactions is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. We recognize revenue from those transactions when our commission has been earned, which occurs when a sale through one of our online marketplaces is completed and the related voucher has been made available to the customer. We believe that our remaining obligations to remit payment to the merchant and to provide information about vouchers sold are administrative activities that are immaterial in the context of the contract with the merchant. Revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. We recognize those commissions as revenue in the period in which the underlying transactions between the customer and the third-party merchant are completed. Additionally, we earn advertising revenue when the advertiser's logo or website link has been included on our websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Historically, we generated product revenue from our sales of first-party Goods transactions, which were direct sales of merchandise inventory. For product revenue transactions, we were the primary party responsible for providing the good to the customer, we had inventory risk and we had discretion in establishing prices. As such, product revenue was reported on a gross basis as the purchase price received from the customer. Product revenue, including associated shipping revenue, was recognized when title passed to the customer upon delivery of the product. We fully transitioned to a third party marketplace in North America in 2020 and in International in the fourth quarter of 2021. In a third-party marketplace model, our merchants generally assume inventory and refund risk and for those transactions we record revenue on a net basis within service revenue. 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. If actual redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements. Refunds Refunds are recorded as a reduction of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. We estimate our refund reserve using historical refund experience by category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to our refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. If actual refunds differ from our estimates, the effects could be material to the Consolidated Financial Statements. Discounts, Customer Credits and Other Consideration Payable to Customers We provide discount offers to encourage purchases of goods and services through our online marketplaces. We record discounts as a reduction of revenue. Additionally, 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. Credits issued to satisfy refund requests are applied as a reduction to the refund reserve and customer credits issued for relationship purposes are classified as a reduction of revenue. Breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used. Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant. When customer credits are redeemed for goods or services provided by a third-party merchant, 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. Customer credits are primarily used within one year of issuance. Sales and Related Taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized on a straight-line basis over the expected period of the merchant arrangement, generally from 12 to 18 months. Those costs are classified within Selling, general and administrative expense in the Consolidated Statements of Operations. Cost of Revenue Cost of revenue consists of direct and certain indirect costs incurred to generate revenue. Costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees are attributed to the cost of service. Impairment of Long-Lived Assets We review our long-lived assets, such as property, equipment and software, intangible assets and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. Stock-Based Compensation We measure stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. We present stock-based compensation expense within the Consolidated Statements of Operations. Foreign Currency Balance sheet accounts of our operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the Consolidated Balance Sheet date. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within Accumulated other comprehensive income on the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions that are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other income (expense), net on the Consolidated Statements of Operations. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes property, equipment and software, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Furniture and fixtures and other 571 3,384 Leasehold improvements 19,167 18,428 Computer hardware and purchased software 5,741 110,338 Internally-developed software (1) 295,860 334,079 Total property, equipment and software, gross 321,339 466,229 Less: accumulated depreciation and amortization (290,809) (409,498) Property, equipment and software, net $ 30,530 $ 56,731 (1) The net carrying amount of internally-developed software was $28.4 million and $48.6 million as of December 31, 2023 and 2022. We performed an assessment in the first, second, third and fourth quarters of 2023 and did not identify a triggering event that would have required us to test for impairment for such periods. 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 long-lived assets for impairment. Our interim quantitative assessment for the first quarter of 2022 did not identify any long-lived asset impairment. During the second quarter of 2022, we determined a downward revision of our forecast required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessment, we recognized long-lived asset impairment related to certain asset groups within our International reporting unit. See details in the table below. During the fourth quarter of 2022, we determined a further downward revision of our forecast required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessment, we recognized long-lived asset impairment related to certain asset groups within our International reporting unit. Additionally, during the fourth quarter of 2022, we determined that certain internally developed software was no longer in use. As a result, we recognized long-lived asset impairment related to internally developed software. See details in the table below. During the third quarter of 2021, we recognized long-lived asset impairments for certain leasehold improvements under our 2020 Restructuring Plan. See details in the table below and Note 13, Restructuring and Related Charges , for more information. In order to evaluate long-lived assets for impairment in 2022 and 2021, we compared the fair value our asset groups to their carrying value. In determining the fair values of our asset groups, we used the discounted cash flow method under the income approach that uses Level 3 inputs. The significant estimates used in the discounted cash flow models are the risk-adjusted discount rates; forecasted revenue, cost of revenue and operating expenses; forecasted capital expenditures and working capital needs; weighted-average cost of capital; rates of long-term growth; and income tax rates. The following table summarizes impairment charges for property, equipment and software that are presented within Restructuring and related charges and Long-lived asset impairment on the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Long-lived asset impairment: North America $ — $ 753 $ — International — 3,736 — Long-lived asset impairment — 4,489 — Restructuring and related charges: North America — — 602 International — — 268 Restructuring and related charges impairment — — 870 Total property, equipment and software impairment $ — $ 4,489 $ 870 The following table summarizes impairment for long-lived assets by asset type for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, Long-Lived Asset Category 2023 2022 2021 Property, equipment and software, net Leasehold improvements — 1,747 870 Computer hardware — 1,498 — Internally-developed software — 753 — Other Property, equipment and software, net — 491 — Total $ — $ 4,489 $ 870 Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Service cost of revenue $ 25,024 $ 32,554 $ 32,354 Product cost of revenue — — 378 Selling, general and administrative 18,377 21,616 31,193 Total $ 43,401 $ 54,170 $ 63,925 The above amounts include amortization of internally-developed software of $38.1 million, $44.2 million and $50.5 million for the years ended December 31, 2023, 2022 and 2021. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes goodwill activity by segment for the year ended December 31, 2022 (in thousands). There was no activity for the year ended December 31, 2023. North America (1) International (2) 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 December 31, 2022 $ 178,685 $ — $ 178,685 (1) As of December 31, 2023, the North America reporting unit had a negative carrying value. (2) As of December 31, 2021, the International reporting unit had a negative carrying value. We performed an assessment in the first, second, third and fourth quarters of 2023 and did not identify a triggering event that would have required us to test for impairment for such periods. Additionally, we performed our annual goodwill impairment assessment as of October 1, 2023, which did not identify any goodwill impairment. 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 for impairment. Our interim quantitative assessment for the first quarter of 2022 did not identify any goodwill impairment. During the second quarter of 2022, we determined a downward revision of our forecast required us to evaluate our goodwill 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. During the third quarter of 2021, we determined the prolonged recovery from the COVID-19 pandemic and the sustained decrease in our stock price required us to evaluate our goodwill for impairment. Additionally, we performed our annual goodwill impairment assessment as of October 1, 2021. Our assessments did not identify any goodwill impairment. Therefore, we did not recognize goodwill impairment for either of our reporting units during the year ended December 31, 2021. In order to evaluate goodwill for impairment, we compared the fair value of our two reporting units, North America and International, to their carrying values. In determining the fair values of our reporting units, we used the discounted cash flow method under the income approach that uses Level 3 inputs. The following table summarizes intangible assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 18,842 17,944 898 17,912 14,327 3,585 Trade names 9,459 8,753 706 9,340 8,382 958 Patents 13,235 7,237 5,998 13,341 6,701 6,640 Other intangible assets 9,318 5,516 3,802 17,517 11,059 6,458 Total $ 50,854 $ 39,450 $ 11,404 $ 58,110 $ 40,469 $ 17,641 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 $7.8 million, $8.5 million and $8.9 million for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, our estimated future amortization expense related to intangible assets is as follows (in thousands): 2024 $ 4,419 2025 2,900 2026 2,028 2027 1,350 2028 707 Thereafter — Total $ 11,404 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS The following table summarizes our percentage ownership in our investments for the periods noted below: December 31, 2023 and 2022 Other equity investments 1% to 19% Available-for-sale securities 1% to 19% Fair value option investments 10% to 19% Other Equity Investments Other equity investments represent equity investments without readily determinable fair values. We have elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes in orderly transactions and impairments. The following table summarizes other equity investment activity for the year ended December 31, 2023 (in thousands). There was no activity for the year ended December 31, 2022: Balance as of December 31, 2022 $ 119,541 Gain (loss) from changes in fair value and foreign currency depreciation (25,794) Dispositions (18,924) Balance as of December 31, 2023 $ 74,823 We hold a 1.79% non-controlling equity interest in SumUp, a privately-held mobile payments company. During the third quarter of 2023, we recorded a remeasurement of our investment in SumUp, resulting in a decline of $25.8 million based on a preliminary Share Purchase Agreement (the "Purchase Agreement"). This remeasurement represents non-cash investing activity. The loss was driven by a share price reduction on a Euro basis as well as foreign currency depreciation of US dollars versus Euros. The loss on the remeasurement is classified within Other income (expense), net on the Consolidated Statements of Operations for the year ended December 31, 2023. During the fourth quarter of 2023, we entered into the Purchase Agreement agreeing to sell approximately 9.4% of our shares in SumUp and received cash of $8.8 million in connection with the sale. As a result of the transaction, our non-controlling equity interest in SumUp decreased from 2.29% to 2.08%. Additionally, during the fourth quarter of 2023, the Company entered into a separate Share Purchase Agreement pursuant to which it has agreed to sell shares representing approximately 11.7% of its 2.08% interest in SumUp at approximately the same price as agreed to in connection with the first transaction noted above and received cash of $10.2 million in relation to the sale. As a result of the second transaction, our non-controlling equity interest in SumUp decreased from 2.08% to 1.79%. During the third quarter 2021, we adjusted the carrying value of our other equity investment in SumUp due to observable price changes in orderly transactions, which resulted in an unrealized gain of $89.1 million for the year ended December 31, 2021. The unrealized gain is presented within Other income (expense), net on the Consolidated Statements of Operations for the year ended December 31, 2021. During the third quarter 2021, we also sold 100% of our shares in one of our other equity investments for total cash consideration of $2.6 million and recognized a gain of $2.2 million. During the second quarter 2021, we divested our shares in one of our other equity investments and recognized a gain and total cash consideration of $4.2 million. The gains on our investments have been presented within Other income (expense), net in the Consolidated Statements of Operations for the year ended December 31, 2021. Available-for-Sale Securities Our available-for-sale securities had a fair value of $0.0 million as of December 31, 2023 and 2022 and no financial statement activity was recorded for the years ended December 31, 2023, 2022 and 2021. During the fourth quarter 2021, one of our available-for-sale security investments completed a merger transaction in which we received equity in the surviving company as merger consideration. We determined that the fair value of the transferred investment was zero. Fair Value Option Investments In connection with the dispositions of controlling stakes in Ticket Monster, an entity based in the Republic of Korea, and Groupon India in prior periods, we obtained minority investments in Monster Holdings LP ("Monster LP") and in Nearbuy Pte Ltd. ("Nearbuy"). We made an irrevocable election to account for both of those investments at fair value with changes in fair value reported in earnings. We elected to apply fair value accounting to those investments because we believe that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. Our election to apply fair value accounting to those investments has and may continue to cause fluctuations in our earnings from period to period. The fair value of both of these investments was $0.0 million as of December 31, 2023 and 2022 and no financial statement activity was recorded for the years ended December 31, 2023, 2022 and 2021. |
SUPPLEMENTAL CONSOLIDATED BALAN
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION | SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes Prepaid expenses and other current assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Prepaid expenses $ 9,799 $ 16,048 Income taxes receivable 5,349 6,691 Deferred cloud implementation cost 14,627 9,362 Restricted Cash (1) 26,075 417 Other 7,797 8,583 Total prepaid expenses and other current assets $ 63,647 $ 41,101 (1) Primarily consists of cash collateral related to our letters of credit. See Note 7, Financing Arrangements for additional information . The following table summarizes Other non-current assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred contract acquisition costs $ 2,940 $ 4,815 Deferred cloud implementation costs 188 17,684 Other 2,967 4,992 Total other non-current assets $ 6,095 $ 27,491 The following table summarizes Accrued expenses and other current liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Refund reserve $ 4,445 $ 11,072 Compensation and benefits 10,717 15,005 Accrued marketing 8,771 19,596 Restructuring-related liabilities 1,641 4,782 Customer credits 26,595 36,220 Operating lease obligations 7,121 37,525 Other (1) 42,649 47,252 Total accrued expenses and other current liabilities $ 101,939 $ 171,452 (1) Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of December 31, 2022. This balance was paid in January 2023. The following table summarizes Other non-current liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Contingent income tax liabilities $ 9,373 $ 11,213 Deferred income taxes 2,525 3,100 Other 1,364 4,273 Total other non-current liabilities $ 13,262 $ 18,586 The following table summarizes Other income (expense), net for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Interest income $ 10,264 $ 9,533 $ 5,116 Interest expense (15,718) (14,380) (17,206) Changes in fair value of investments (1) (25,847) — 95,623 Loss on extinguishment of debt — — (5,090) Foreign currency gains (losses), net and other (2) 6,127 (19,308) 14,237 Other income (expense), net $ (25,174) $ (24,155) $ 92,680 (1) The $25.8 million loss for the year ended December 31, 2023 relates to a remeasurement of our investment in SumUp. The year ended December 31, 2021 includes an $89.1 million unrealized gain due to an upward adjustment for an observable price change of SumUp. (2) |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Convertible Senior Notes due 2026 The 2026 notes bear interest at a rate of 1.125% per annum, payable semiannually in arrears on March 15 and September 15 of each year, with an annual effective interest rate of 1.83%. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. Each $1,000 of principal amount of the 2026 Notes initially is convertible into 14.6800 shares of Common Stock, which is equivalent to an initial conversion price of $68.12 per share, subject to adjustment upon the occurrence of specified events. In addition, upon the occurrence of a make-whole fundamental change, as defined in the Indenture governing the 2026 Notes (the "Indenture"), or if we issue a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2026 Notes in connection with such make-whole fundamental change or redemption. Upon conversion, we can elect to settle the conversion value in cash, shares of our Common Stock, or any combination of cash and shares of our Common Stock. Subject to certain conditions, holders of the 2026 Notes may convert the 2026 Notes at their option at any time until the close of business on the scheduled trading day immediately preceding the maturity date. In addition, if specified corporate events occur prior to the maturity date, we may be required to increase the conversion rate for holders who elect to convert based on the effective date of such event and the applicable stock price attributable to the event. Based on the closing price of the Common Stock of $12.84 as of December 31, 2023, the if-converted value of the 2026 Notes was less than the principal amount. Certain conditions apply to the conversion by holders and redemption by us of the 2026 Notes, which are set forth in the Indenture governing the 2026 Notes. In addition, upon the occurrence of a fundamental change (as defined in the Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes for cash. The 2026 Notes are our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries (including trade payables). The Indenture includes customary events of default, including that acceleration of indebtedness under the Credit Agreement could result in an event of default under the Indenture. If an event of default, as defined in the Indenture, occurs and is continuing, the principal amount of the 2026 Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the 2026 Notes and any accrued and unpaid interest would automatically become immediately due and payable. We account for the 2026 Notes as a single liability-classified instrument measured at amortized cost. 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 Consolidated Balance Sheets and are amortized to interest expense. We have presented the 2026 Notes in Convertible senior notes, net in the accompanying Consolidated Balance Sheets. The carrying amount of the 2026 Notes consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Principal amount $ 230,000 $ 230,000 Less: debt discount (3,530) (5,077) Net carrying amount of liability $ 226,470 $ 224,923 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 December 31, 2023 and 2022 was $141.9 million and $133.1 million and was determined using a lattice model. During the years ended December 31, 2023 and 2022, we recognized interest costs on the 2026 Notes as follows (in thousands): Year Ended December 31, 2023 2022 Contractual interest $ 2,588 $ 2,588 Amortization of debt discount 1,547 1,520 Total $ 4,135 $ 4,108 Capped Call Transactions In connection with 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, net of tax, in Additional paid-in-capital in the 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 matures on May 14, 2024, as amended from time to time, the Credit Agreement. On February 12, 2024, we prepaid $43.1 million to terminate all commitments to extend further credit under the Credit Agreement using our $80.0 million in proceeds received from the Rights Offering. The terms of the Rights Offering permit the Company to use the proceeds for general corporate purposes, including the repayment of debt. We were not subject to any early termination penalties under the Credit Agreement. The payment of the Payoff Amount terminated our obligations under the Credit Agreement, except for ordinary and customary survival terms. In addition, we retained access to letters of credit, originally available under the Credit Agreement. In September 2022, we entered into the Third Amendment to the 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. In March 2023, we entered into the Fourth Amendment to the Credit Agreement to modify certain financial covenants and provide for additional flexibility in our operations, among other changes, including certain modifications to (i) our requirements to maintain a monthly minimum liquidity balance (including any undrawn amounts under the revolving credit facility) of at least $50.0 million, (ii) the calculation of EBITDA under the Fourth Amendment, (iii) mandatory prepayment requirements, and (iv) certain affirmative covenants. In addition, the Fourth Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $150.0 million to $75.0 million, which 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 $75.0 million. In November, 2023, the Company entered into the Fifth amendment to the Credit Agreement to provide for additional flexibility with regards to the fully backstopped Rights Offering. See Note 10, Stockholders' Equity (Deficit) for additional information regarding the Rights Offering. Specifically, the Company entered into the Fifth Amendment to the Credit Agreement. The Fifth Amendment effects certain modifications to the definition of the term “Change in Control” and adds the term “Disqualified Equity Interest” to the Credit Agreement, among other changes. In addition, the Fifth Amendment modifies the restricted payment covenant to permit the Company to declare and pay dividends with respect to its Equity Interests (other than Disqualified Equity Interests) payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests). We deferred debt issuance costs of $4.6 million in aggregate in connection with the Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the Consolidated Balance Sheets and are amortized to interest expense over the term of the respective agreement. As of December 31, 2023, we were in compliance with the applicable covenants under the Credit Agreement. Non-compliance with the covenants under the Credit Agreement may result in termination of the commitments thereunder and any then outstanding borrowings may be declared due and payable immediately. We have the right to terminate the Credit Agreement or reduce the available commitments at any time. Borrowings under the Second Amendment 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 Second Amendment also includes a replacement mechanism for the discontinuation of the adjusted LIBO rate. The Third Amendment replaced LIBOR as a benchmark interest rate under the Second Amendment 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 0.40% on the daily amount of the unused commitments under the Credit Agreement. After June 30, 2023, the applicable spreads and commitment fee will revert to the levels set by the Second Amendment, 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 0.40% on the daily amount of the unused commitments under the Credit Agreement. The 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 Credit Agreement. Amounts committed to outstanding borrowings and letters of credit under the Credit Agreement as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 December 31, 2022 Borrowings $ 42,776 $ 75,000 Letters of credit (1) 25,200 24,900 (1) Under the Credit Agreement, cash collateral was required if letters of credit extended beyond May 14, 2024. Cash collateral is treated as restricted cash on the Consolidated Balance Sheets. See Note 6, Supplemental Consolidated Balance Sheets and Statements of Operations Information for additional information . |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2024 and 2025. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which expired in the year ended December 31, 2022. In November 2023, we signed a lease for our new headquarters that continues to be located in Chicago, Illinois. We had access to the facility effective December 2023 and the lease expires on December 15, 2025. We previously leased our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our 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 Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $9.6 million with our early termination notice. We subleased a portion of 600 West Chicago to Uptake, Inc. ("Uptake"), a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago lease and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Given the uncertainty of collectability of our sublease income with Uptake, we recognized impairment of $1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. In the first quarter of 2023, we initiated a lawsuit against Uptake for breach of the lease agreement and settled that lawsuit in the fourth quarter of 2023. See note 9, Commitments and Contingencies for additional information. The following summarizes right-of-use assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Right-of-use assets - operating leases $ 18,099 $ 60,204 Less: accumulated depreciation and amortization (15,902) (48,077) Right-of-use assets - operating leases, net $ 2,197 $ 12,127 For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information Due to actions taken under our 2020 Restructuring Plan, we recognized impairment of $6.8 million related to right-of-use assets - operating leases for the year ended December 31, 2021, which are presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information. The following table summarizes our lease costs and sublease income for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Financing lease cost: Amortization of right-of-use assets $ — $ 543 $ 3,621 Interest on lease liabilities — 12 120 Total finance lease cost — 555 3,741 Operating lease cost (1) 10,962 20,880 25,346 Variable lease cost (2) 6,332 7,966 6,378 Short-term lease cost 58 57 83 Sublease income, gross (3) (6,039) (3,949) (4,650) Total lease cost $ 11,313 $ 25,509 $ 30,898 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $8.6 million and $2.4 million for the year ended December 31, 2023, $15.7 million and $5.2 million for the year ended December 31, 2022 and $17.6 million and $7.8 million for the year ended December 31, 2021. (2) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $3.7 million and $2.6 million for the year ended December 31, 2023, $5.6 million and $2.4 million for the year ended December 31, 2022 and $4.7 million and $1.7 million for the year ended December 31, 2021. (3) Sublease income, gross primarily presented as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2023 and entirely for the years ended December 31, 2022 and 2021. Additionally, for the year ended December 31, 2023, sublease income, gross includes the settlement related to Uptake. See Note 9, Commitments and Contingencies for additional information. As of December 31, 2023, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2024 7,408 2025 2,401 2026 — 2027 — 2028 — Thereafter — Total minimum lease payments 9,809 Less: Amount representing interest (306) Present value of net minimum lease payments 9,503 Less: Current portion of lease obligations (7,121) Total long-term lease obligations $ 2,382 As of December 31, 2023, we do not have any material non-cancelable operating lease commitments that have not yet commenced. As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows: December 31, 2023 December 31, 2022 Weighted-average lease term 1 year 1 year Weighted-average discount rate 5.8 % 6.4 % |
LEASES | LEASES Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2024 and 2025. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which expired in the year ended December 31, 2022. In November 2023, we signed a lease for our new headquarters that continues to be located in Chicago, Illinois. We had access to the facility effective December 2023 and the lease expires on December 15, 2025. We previously leased our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our 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 Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $9.6 million with our early termination notice. We subleased a portion of 600 West Chicago to Uptake, Inc. ("Uptake"), a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago lease and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Given the uncertainty of collectability of our sublease income with Uptake, we recognized impairment of $1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. In the first quarter of 2023, we initiated a lawsuit against Uptake for breach of the lease agreement and settled that lawsuit in the fourth quarter of 2023. See note 9, Commitments and Contingencies for additional information. The following summarizes right-of-use assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Right-of-use assets - operating leases $ 18,099 $ 60,204 Less: accumulated depreciation and amortization (15,902) (48,077) Right-of-use assets - operating leases, net $ 2,197 $ 12,127 For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information Due to actions taken under our 2020 Restructuring Plan, we recognized impairment of $6.8 million related to right-of-use assets - operating leases for the year ended December 31, 2021, which are presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information. The following table summarizes our lease costs and sublease income for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Financing lease cost: Amortization of right-of-use assets $ — $ 543 $ 3,621 Interest on lease liabilities — 12 120 Total finance lease cost — 555 3,741 Operating lease cost (1) 10,962 20,880 25,346 Variable lease cost (2) 6,332 7,966 6,378 Short-term lease cost 58 57 83 Sublease income, gross (3) (6,039) (3,949) (4,650) Total lease cost $ 11,313 $ 25,509 $ 30,898 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $8.6 million and $2.4 million for the year ended December 31, 2023, $15.7 million and $5.2 million for the year ended December 31, 2022 and $17.6 million and $7.8 million for the year ended December 31, 2021. (2) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $3.7 million and $2.6 million for the year ended December 31, 2023, $5.6 million and $2.4 million for the year ended December 31, 2022 and $4.7 million and $1.7 million for the year ended December 31, 2021. (3) Sublease income, gross primarily presented as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2023 and entirely for the years ended December 31, 2022 and 2021. Additionally, for the year ended December 31, 2023, sublease income, gross includes the settlement related to Uptake. See Note 9, Commitments and Contingencies for additional information. As of December 31, 2023, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2024 7,408 2025 2,401 2026 — 2027 — 2028 — Thereafter — Total minimum lease payments 9,809 Less: Amount representing interest (306) Present value of net minimum lease payments 9,503 Less: Current portion of lease obligations (7,121) Total long-term lease obligations $ 2,382 As of December 31, 2023, we do not have any material non-cancelable operating lease commitments that have not yet commenced. As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows: December 31, 2023 December 31, 2022 Weighted-average lease term 1 year 1 year Weighted-average discount rate 5.8 % 6.4 % |
LEASES | LEASES Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2024 and 2025. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which expired in the year ended December 31, 2022. In November 2023, we signed a lease for our new headquarters that continues to be located in Chicago, Illinois. We had access to the facility effective December 2023 and the lease expires on December 15, 2025. We previously leased our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our 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 Consolidated Balance Sheets and a gain of $4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $9.6 million with our early termination notice. We subleased a portion of 600 West Chicago to Uptake, Inc. ("Uptake"), a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago lease and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Given the uncertainty of collectability of our sublease income with Uptake, we recognized impairment of $1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. In the first quarter of 2023, we initiated a lawsuit against Uptake for breach of the lease agreement and settled that lawsuit in the fourth quarter of 2023. See note 9, Commitments and Contingencies for additional information. The following summarizes right-of-use assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Right-of-use assets - operating leases $ 18,099 $ 60,204 Less: accumulated depreciation and amortization (15,902) (48,077) Right-of-use assets - operating leases, net $ 2,197 $ 12,127 For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information Due to actions taken under our 2020 Restructuring Plan, we recognized impairment of $6.8 million related to right-of-use assets - operating leases for the year ended December 31, 2021, which are presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information. The following table summarizes our lease costs and sublease income for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Financing lease cost: Amortization of right-of-use assets $ — $ 543 $ 3,621 Interest on lease liabilities — 12 120 Total finance lease cost — 555 3,741 Operating lease cost (1) 10,962 20,880 25,346 Variable lease cost (2) 6,332 7,966 6,378 Short-term lease cost 58 57 83 Sublease income, gross (3) (6,039) (3,949) (4,650) Total lease cost $ 11,313 $ 25,509 $ 30,898 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $8.6 million and $2.4 million for the year ended December 31, 2023, $15.7 million and $5.2 million for the year ended December 31, 2022 and $17.6 million and $7.8 million for the year ended December 31, 2021. (2) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $3.7 million and $2.6 million for the year ended December 31, 2023, $5.6 million and $2.4 million for the year ended December 31, 2022 and $4.7 million and $1.7 million for the year ended December 31, 2021. (3) Sublease income, gross primarily presented as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2023 and entirely for the years ended December 31, 2022 and 2021. Additionally, for the year ended December 31, 2023, sublease income, gross includes the settlement related to Uptake. See Note 9, Commitments and Contingencies for additional information. As of December 31, 2023, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2024 7,408 2025 2,401 2026 — 2027 — 2028 — Thereafter — Total minimum lease payments 9,809 Less: Amount representing interest (306) Present value of net minimum lease payments 9,503 Less: Current portion of lease obligations (7,121) Total long-term lease obligations $ 2,382 As of December 31, 2023, we do not have any material non-cancelable operating lease commitments that have not yet commenced. As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows: December 31, 2023 December 31, 2022 Weighted-average lease term 1 year 1 year Weighted-average discount rate 5.8 % 6.4 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Purchase Obligations We have entered into non-cancelable arrangements with third-parties, primarily related to cloud computing and other information technology services. As of December 31, 2023, future payments under these contractual obligations were as follows (in thousands): 2024 $ 9,719 2025 24,640 2026 1,990 2027 — 2028 — Thereafter — Total purchase obligations $ 36,349 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. We sublease a portion of 600 West Chicago to Uptake. In the first quarter of 2023, we initiated a lawsuit against Uptake in the Circuit Court of Cook County for breach of the lease agreement. In the fourth quarter of 2023, that lawsuit was settled amicably for $4.25 million. The matter has been concluded and the full settlement was received as of December 31, 2023. The settlement was recorded within Restructuring and related charges in the Consolidated Statements of Operations. On June 13, 2023, Groupon was granted final approval of a settlement that resolved four shareholder derivative lawsuits in relation to a previously settled lawsuit that alleged that Groupon and certain of its officers made materially false and/or misleading statements or omissions regarding its business, operations and prospects, specifically as it relates to reiterating its full year guidance on November 4, 2019 and the Groupon Select program. Under the settlement, Groupon agreed to undertake certain corporate reforms. The Court awarded attorneys' fees in the amount of $950,000 to Plaintiffs' counsel. That amount was covered under Groupon's insurance policies and was paid directly by Groupon's insurance carriers in July 2023. In addition, third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to intellectual property disputes, including patent infringement claims, and expect that we will continue to be subject to intellectual property infringement claims as our services expand in scope and complexity. In the past and/or at present, we have litigated patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which involved or could have involved potentially substantial claims for damages or injunctive relief. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and we become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws may be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in our methods of doing business or the goods we sell, or could require us to enter into costly royalty or licensing agreements. We also are subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy-related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require us to change our business practices, sometimes in expensive ways. We are also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where we conduct our business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, require us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, materially damage our brand or reputation, or otherwise harm our business. We establish an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management's best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. Our accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In connection with the disposition of our operations in Latin America in 2017, we recorded $5.4 million in indemnification liabilities for certain tax and other matters upon the closing of the transactions as an adjustment to the net loss on the dispositions within discontinued operations at their fair value. We estimated the indemnification liabilities using a probability-weighted expected cash flow approach. Our remaining indemnification liabilities were $2.8 million as of December 31, 2023. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of December 31, 2023 were approximately $11.7 million. In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions. We may also become more vulnerable to claims as we expand the range and scope of our services and are subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, we have entered into indemnification agreements with our officers, directors and underwriters, and our bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. Except as noted above, it is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that we have made under these agreements have not had a material impact on our operating results, financial position or cash flows. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock Our Board of Directors has the authority, without approval by the stockholders, to issue up to a total of 50,000,000 shares of preferred stock in one or more series. The Board may establish the number of shares to be included in each such series and may fix the designations, preferences, powers and other rights of the shares of a series of preferred stock. The Board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of our Common Stock. As of December 31, 2023 and 2022, there were no shares of preferred stock outstanding. Common Stock Pursuant to our restated certificate of incorporation, as of December 31, 2023, the Board had the authority to issue up to a total of 100,500,000 shares of Common Stock. Each holder of Common Stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. In addition, holders of our Common Stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Share Repurchase Program In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. During the year ended December 31, 2023, we did not repurchase any shares under the program. As of December 31, 2023, $245.0 million of Common Stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Credit Agreement, share price, available cash and other factors, and the share repurchase program may be terminated at any time. Rights Offering On November 7, 2023, the Board approved an $80.0 million fully backstopped Rights Offering to our stockholders of record of our Common Stock, as of the close of business on November 20, 2023. To be able to execute the Rights Offering, the Credit Agreement was amended. See Note 7 , Financing Arrangements for additional information. The Rights Offering was made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The subscription period for the Rights Offering expired at 5:00 p.m., New York City time, on January 17, 2024 (the "Expiration Date"). The Rights Offering was fully backstopped by Pale Fire Capital SICAV a.s. (the “Backstop Party”), an entity affiliated with (i) Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party had a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date of the Rights Offering and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering. On January 22, 2024, Groupon announced the closing of its $80.0 million fully backstopped Rights Offering for shares of its Common Stock, par value $0.0001 per share. Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating $80.0 million in gross proceeds to the Company. As detailed below, the Rights Offering was oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges (such aggregate number, the “Subscriptions”), well exceeded $80.0 million, the maximum aggregate offering size of the Rights Offering. Through the exercise of both basic subscription rights and over-subscription privileges the Backstop Party, subscribed for approximately 7.1 million shares and other stockholders subscribed for approximately 9.7 million shares. The Company is issuing 4,574,113 shares of Common Stock via the exercise of the basic subscription rights and 2,505,533 shares of Common Stock via the exercise of over-subscription privileges. The Backstop Party purchased approximately 3.1 million shares of Common Stock in connection with the Rights Offering. |
COMPENSATION ARRANGEMENTS
COMPENSATION ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
COMPENSATION ARRANGEMENTS | COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plan In August 2011, we established the Groupon, Inc. 2011 Stock Plan (the "2011 Plan"), most recently amended in March 2023, under which options, restricted stock units and performance stock units for up to 13,775,000 shares of Common Stock were authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee of the Board (the "Compensation Committee"). As of December 31, 2023, 2,869,211 shares of Common Stock were available for future issuance under the 2011 Plan. The stock-based compensation expense related to stock awards issued under the 2011 Plan and acquisition-related awards are presented within the following line items of the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 119 $ 395 $ 585 Marketing 53 1,054 748 Selling, general and administrative 14,309 28,557 31,836 Total stock-based compensation expense $ 14,481 $ 30,006 $ 33,169 We capitalized $0.6 million, $3.4 million and $3.7 million of stock-based compensation for the years ended December 31, 2023, 2022 and 2021, in connection with internally-developed software and cloud computing arrangements. Employee Stock Purchase Plan The Groupon, Inc. 2012 Employee Stock Purchase Plan ("ESPP"), as amended, authorizes us to grant up to 1,000,000 shares of Common Stock under that plan. For the years ended December 31, 2023, 2022 and 2021, 45,879, 83,551 and 49,399 shares of Common Stock were issued under the ESPP. Restricted Stock Units The restricted stock units granted under the 2011 Plan ("Restricted Stock Units") generally have vesting periods between one The table below summarizes Restricted Stock Unit activity under the 2011 Plan for the year ended December 31, 2023: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2022 2,876,089 $ 19.33 Granted 601,314 5.26 Vested (1,368,015) 19.04 Forfeited (1,363,548) 15.72 Unvested at December 31, 2023 745,840 $ 10.61 The weighted-average grant date fair value of Restricted Stock Units granted in 2022 and 2021 was $16.95 and $31.48. The fair value of Restricted Stock Units that vested during each of the three years ended December 31, 2023, 2022 and 2021 was $8.9 million, $15.6 million and $48.8 million. As of December 31, 2023, $4.4 million of unrecognized compensation costs related to unvested employee Restricted Stock Units are expected to be recognized over a remaining weighted-average period of 0.64 years. Stock Options On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $0.95, a strike price of $6.00 and vesting over two years. The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period. The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0 % Risk-free interest rate 4.1 % Expected term (in years) 2 Expected volatility 78.2 % The table below summarizes stock option activity for the year ended December 31, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 — $ — — $ — Granted 3,500,000 6.00 3.00 — Exercised (437,500) 6.00 — — Outstanding at December 31, 2023 2,187,500 6.00 2.25 14,963 Exercisable at December 31, 2023 875,000 $ 6.00 2.25 5,985 As of December 31, 2023, there was $2.1 million of total unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. That cost is expected to be recognized over a weighted-average period of 1.25 years. The total fair value of shares vested during the year ended December 31, 2023 was $0.8 million. Performance Share Units We have granted performance share units under the 2011 Plan 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"). Our existing Performance Share Units are subject to continued service 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. The table below summarizes Performance Share Unit activity under the 2011 Plan for the year ended December 31, 2023: Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2022 17,269 $ 24.13 Granted 506,324 6.34 Vested (17,269) 24.13 Unvested at December 31, 2023 506,324 $ 6.34 Maximum shares issuable upon vesting at December 31, 2023 759,486 As of December 31, 2023, unrecognized compensation costs related to unvested Performance Share Units were $1.2 million. That cost is expected to be recognized over a remaining weighted-average period of 0.33 years. We have also previously granted performance share units subject to a market condition ("Market-based Performance Share Units"). As of December 31, 2023, there were no Market-based Performance Share Units outstanding. During the year ended December 31, 2022, 24,335 Market-based Performance Share Units were forfeited and 33,333 Market-based Performance Share Units expired as the market conditions were not met. No Market-based Performance Share Units remain unvested and all related compensation costs have been recognized as of December 31, 2022. Defined Contribution Plans We have a 401(k) defined contribution retirement savings plan covering substantially all domestic employees. Each participant may elect to defer a portion of his or her compensation subject to certain limitations. We contribute up to 50% of the first 6% of eligible compensation contributed to the plan, subject to a 3 year graded vesting schedule. We also have several foreign defined contribution plans, which require us to contribute a percentage of participating employee's salary according to local regulations. During the years ended December 31, 2023, 2022 and 2021, our contributions for all plans were $1.9 million, $5.8 million and $6.7 million. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION See Note 18, Segment Information , for revenue summarized by reportable segment and category. Contract Balances Our deferred revenue relates to gift card revenue and is recognized upon customer redemption. As of December 31, 2023, 2022 and 2021, our deferred revenue was $2.7 million, $1.6 million and $3.5 million. All deferred revenue was recognized in the following annual period for the respective year-end. Customer Credits The following table summarizes the activity in the liability for customer credits for the years ended December 31, 2023 and 2022 (in thousands): Customer Credits Balance as of December 31, 2021 $ 56,558 Credits issued 134,317 Credits redeemed (1) (128,247) Breakage revenue recognized (25,802) Foreign currency translation (606) Balance as of December 31, 2022 $ 36,220 Credits issued 76,767 Credits redeemed (2) (83,902) Breakage revenue recognized (2,597) Foreign currency translation 107 Balance as of December 31, 2023 $ 26,595 (1) Historically, customer credits have primarily been used within one year of issuance; however, usage patterns were impacted from changes in customer behavior due to COVID-19. (2) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. Customer credits are typically used within one year of issuance. Cost of Obtaining Contracts Deferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, deferred contract acquisition costs were $3.9 million and $5.9 million. The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022 and 2021, we amortized $7.9 million, $10.7 million and $10.5 million of deferred contract acquisition costs. Allowance for Expected Credit Losses on Accounts Receivable The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the years ended December 31, 2023 and 2022 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2021 $ 7,974 Change in provision (1,335) Write-offs (1,618) Foreign currency translation (483) Balance as of December 31, 2022 $ 4,538 Change in provision (959) Write-offs (779) Foreign currency translation 56 Balance as of December 31, 2023 $ 2,856 Variable Consideration for Unredeemed Vouchers During the years ended December 31, 2023, 2022, and 2021, we recognized $6.1 million, $9.1 million, and $31.4 million of variable consideration from unredeemed vouchers that were sold in a prior year. 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, however redemption rates for vouchers sold in more recent periods have improved. When actual redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements. |
RESTRUCTURING AND RELATED CHARG
RESTRUCTURING AND RELATED CHARGES | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND RELATED CHARGES | RESTRUCTURING AND RELATED CHARGES In August 2022 and April 2020, we initiated Board-approved restructuring plans. Costs incurred related to the restructuring plans are classified as Restructuring and related charges on the 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 2022 Restructuring Plan, including the first phase initiated August 2022, second phase initiated January 2023 and the third phase initiated July 2023 is expected to include an overall reduction of approximately 1,150 positions globally through natural attrition or involuntary termination. The majority of these reductions were completed as of March 31, 2023 and the remainder are expected to occur by the end of 2024. In connection with these actions, we expect to record total pre-tax charges of $22.0 million to $24.1 million. A majority of the pre-tax charges are expected to be paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We have incurred total pretax charges of $21.4 million since the inception of the 2022 Restructuring Plan. The following tables summarize activity by segment related to the 2022 Restructuring Plan for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 5,477 $ 938 $ 6,415 International 5,385 — 5,385 Consolidated $ 10,862 $ 938 $ 11,800 (1) The employee severance and benefits costs for the year ended December 31, 2023 are related to the termination of approximately 470 employees. Year Ended December 31, 2022 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 8,024 $ 161 $ 8,185 International 1,464 — 1,464 Consolidated $ 9,488 $ 161 $ 9,649 (1) The employee severance and benefits costs for the year ended December 31, 2022 are related to the termination of approximately 380 employees. The following table summarizes restructuring liability activity for the years ended December 31, 2023 and 2022 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 9,488 161 9,649 Cash payments (9,315) (161) (9,476) Foreign currency translation 2 — 2 Balance as of December 31, 2022 $ 175 $ — $ 175 Charges payable in cash 10,862 938 11,800 Cash payments (10,602) (894) (11,496) Foreign currency translation 109 — 109 Balance as of December 31, 2023 (1) $ 544 $ 44 $ 588 (1) Substantially all of the remaining cash payments for costs related to the 2022 Restructuring Plan are expected to be disbursed by the end of 2024. 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 $105.6 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 Consolidated Statements of Operations for the year ended December 31, 2021. The following tables summarize activity by segment related to the 2020 Restructuring Plan for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Property, Equipment and Software Impairments Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 102 $ 9 $ — $ (2,254) $ (2,143) International (2,890) 10 — 1,229 (1,651) Consolidated $ (2,788) $ 19 $ — $ (1,025) $ (3,794) Year Ended December 31, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1 $ 155 $ — $ 418 $ 574 International (95) 92 — 2,130 2,127 Consolidated $ (94) $ 247 $ — $ 2,548 $ 2,701 Year Ended December 31, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 458 $ 1,696 $ 602 $ 7,278 $ 10,034 International 28,345 681 268 2,567 31,861 Consolidated $ 28,803 $ 2,377 $ 870 $ 9,845 $ 41,895 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 we are in negotiations with the landlord to potentially terminate or modify those leases. The year ended December 31, 2023 includes a $4.25 million settlement related to Uptake in our North America segment. See Note 9, Commitments and Contingencies for additional information. For the year ended December 31, 2022, we recognized long-lived asset impairment related to those leases of $1.8 million and $1.2 million in our North America and International segments. In addition, during the year ended December 31, 2022, we recognized a gain of $4.5 million for one of our previously-impaired leases in our North America segment due to our reassessment of our 600 West Chicago lease given our option to early terminate. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago, now expiring on January 31, 2024, which required us to pay $9.6 million with our early termination notice. For the year ended December 31, 2021, we recognized long-lived asset impairment of $5.5 million and $2.2 million in our North America and International segments. See Note 3, Property, Equipment and Software, Net and Note 8, Leases for additional information. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, and other variable lease costs related to the leased facilities vacated as part of our 2020 Restructuring Plan are presented within Restructuring and related charges in the Consolidated Statements of Operations. The current and non-current liabilities associated with these leases continue to be presented within Accrued expenses and other current liabilities and Operating lease obligations in the Consolidated Balance Sheets. The following table summarizes restructuring liability activity for the years ended December 31, 2023 and 2022 for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2021 $ 11,038 $ 311 $ 11,349 Charges payable in cash (94) 247 153 Cash payments (6,096) (212) (6,308) Foreign currency translation (542) (45) (587) Balance as of December 31, 2022 $ 4,306 $ 301 $ 4,607 Charges payable in cash and changes in estimate (1) (2,788) 19 (2,769) Cash payments (727) (113) (840) Foreign currency translation 48 7 55 Balance as of December 31, 2023 (2) $ 839 $ 214 $ 1,053 (1) The credit recorded during the year ended December 31, 2023 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period (2) Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of pretax income (loss) for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 16,285 $ (65,256) $ 60,875 International (59,711) (126,714) 27,150 Income (loss) before provision (benefit) for income taxes $ (43,426) $ (191,970) $ 88,025 The Provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021 consisted of the following components (in thousands): Year Ended December 31, 2023 2022 2021 Current taxes: U.S. federal $ 1,305 $ 161 $ 2,354 State 2,094 704 1,629 International 4,374 (7,554) (2,321) Total current taxes 7,773 (6,689) 1,662 Deferred taxes: U.S. federal 35 31,132 (15,254) State 106 20,307 (16,864) International 1,594 (2,340) (1,867) Total deferred taxes 1,735 49,099 (33,985) Provision (benefit) for income taxes $ 9,508 $ 42,410 $ (32,323) The items accounting for differences between the income tax provision (benefit) computed at the U.S. federal statutory rate and the Provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal income tax provision (benefit) at statutory rate $ (9,120) $ (40,314) $ 18,485 Foreign income and losses taxed at different rates (1) 6,842 9,035 5,000 State income taxes, net of federal benefits, and state tax credits 3,709 4,133 4,897 Change in valuation allowances 87,993 64,328 (50,695) Effect of income tax rate changes on deferred items (104) 443 815 Adjustments related to uncertain tax positions (5,117) (13,062) 2,588 Non-deductible stock-based compensation expense 1,728 2,191 2,727 Tax (windfalls)/shortfalls on stock-based compensation awards 1,606 2,741 (1,762) Federal research and development credits, net of adjustments — (812) (396) Forgiveness of intercompany liabilities (43) 1,468 (62) Tax attribute expiration — 5,519 — Asset impairments (82,988) 7,213 — Observable price change on an other equity investment — — (17,955) Non-deductible or non-taxable items 5,002 (473) 4,035 Provision (benefit) for income taxes $ 9,508 $ 42,410 $ (32,323) (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2023. This resulted in an adverse impact to the Provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2023, 2022 and 2021 prior to the impact of valuation allowances, due to the net pretax losses from operations in certain foreign jurisdictions with lower tax rates. The deferred income tax assets and liabilities consisted of the following components as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred tax assets: Accrued expenses and other liabilities $ 33,517 $ 37,397 Operating lease obligation — 5,602 Stock-based compensation 2,153 3,886 Net operating loss and tax credit carryforwards (1) 217,560 135,743 Property, equipment and software, net 8,462 — Intangible assets, net 20,586 19,139 Right-of-use assets 1,238 — Investments 26,350 20,360 Convertible senior notes 3,353 4,638 Unrealized foreign currency exchange losses 955 — Capitalized research and development costs 12,645 9,994 Other 171 312 Total deferred tax assets 326,990 237,071 Less: Valuation allowances (296,129) (204,462) Deferred tax assets, net of valuation allowance 30,861 32,609 Deferred tax liabilities: Prepaid expenses and other assets (11,399) (11,983) Operating lease obligation (1,417) — Property, equipment and software, net — (1,470) Right-of-use assets — (679) Deferred revenue (8,931) (8,027) Total deferred tax liabilities (21,747) (22,159) Net deferred tax asset (liability) $ 9,114 $ 10,450 (1) Includes $83.0 million of tax losses recorded in 2023 due to an impairment of investment in subsidiaries. An offsetting valuation allowance was recorded in 2023. We recognize deferred tax assets to the extent that they will be realizable through future reversals of existing taxable temporary differences, through taxable income in carryback years for the applicable jurisdictions or based on projections of future income for those jurisdictions that have achieved sustained profitability. In evaluating the need for a valuation allowance, management considers both positive and negative evidence that could affect its view of the future realization of deferred tax assets and places greater weight on recent and objectively verifiable current information. As of December 31, 2023, we continue to maintain a valuation allowance against substantially all of our U.S. federal and state and foreign deferred tax assets. At December 31, 2022, we were in a cumulative pre-tax loss position, adjusted for certain permanent items, in the U.S. Additionally, we do not have any sources of income that support utilization of our U.S. deferred tax assets. In analyzing all available evidence, management determined that it is not more likely than not that the U.S. deferred tax assets will be realized due to the significant negative evidence outweighing the positive evidence. As a result, for the year ended December 31, 2022, we recognized a valuation allowance against all U.S. federal and state deferred tax assets, which resulted in a $51.9 million charge to income tax expense. At December 31, 2021, we had demonstrated profit, which was considered to be a source of positive evidence. In analyzing all available evidence at the time, management determined there was sufficient positive evidence outweighing negative evidence to conclude that it was more likely than not that a portion of the U.S. deferred tax assets were realizable. As such, for the year ended December 31, 2021, we released $57.7 million of the valuation allowance against a portion of our U.S. federal and state deferred tax assets, resulting in a $50.3 million reduction to expense, and a $7.4 million adjustment to equity. We had $17.9 million of federal net operating loss carryforwards as of December 31, 2023 which will begin expiring in 2027. We had $50.8 million of state net operating loss carryforwards as of December 31, 2023, which will begin expiring in 2024. As of December 31, 2023, we had $907.0 million of foreign net operating loss carryforwards, a significant portion of which carry forward for an indefinite period. We are subject to taxation in the United States, state jurisdictions and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table summarizes activity related to our gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Beginning Balance $ 39,172 $ 49,502 $ 48,960 Increases related to prior year tax positions — — 5,105 Decreases related to prior year tax positions — (124) (3,138) Increases related to current year tax positions 790 3,028 1,887 Decreases based on settlements with taxing authorities — (109) — Decreases due to lapse of statute limitations (6,743) (12,410) (2,530) Foreign currency translation 380 (715) (782) Ending Balance $ 33,599 $ 39,172 $ 49,502 The total amount of unrecognized tax benefits as of December 31, 2023, 2022 and 2021 that, if recognized, would affect the effective tax rate are $7.6 million, $9.8 million and $18.7 million. We recognized $0.6 million, $0.8 million and $1.0 million of interest and penalties within Provision (benefit) for income taxes on our Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021. Total accrued interest and penalties as of December 31, 2023 and 2022 were $2.0 million and $2.1 million, and are included within Other non-current liabilities in our Consolidated Balance Sheets. We are currently under audit by several foreign jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. We recognized income tax benefits of $6.7 million, $12.5 million and $3.2 million for the years ended December 31, 2023, 2022 and 2021, as a result of new information that impacted our estimates of the amounts that are more likely than not of being realized upon settlement of the related tax positions and due to expirations of the applicable statutes of limitations. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $120.7 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 the subsidiary subject to the proposed assessment has been vigorously defending itself in that matter. In December 2023, the subsidiary received an unfavorable ruling at the lowest court level, but has lodged a second-level appeal, based on what it believes to be meritorious defenses to the assessment, and requested the suspension of a provisional payment demand of approximately $76.5 million. Additionally, unrelated to this matter, in February 2024, the subsidiary received a proposed assessment of approximately $31.7 million related to a 2017 distribution made to its parent entity. We believe this assessment is also without merit and the subsidiary intends to vigorously defend against this assessment. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of these assessments, we believe that it is reasonably possible that reductions of up to $5.5 million in unrecognized tax benefits may occur within the 12 months following December 31, 2023 upon closing of income tax audits or the expiration of applicable statutes of limitations. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations or remit such earnings in a tax-efficient manner. Additionally, an actual repatriation from our non-U.S. subsidiaries could be subject to foreign and U.S. state income taxes. Aside from limited exceptions for which the |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 12 Months Ended |
Dec. 31, 2023 | |
Variable Interest Entity [Abstract] | |
VARIABLE INTEREST ENTITY | VARIABLE INTEREST ENTITY We have an arrangement with a strategic partner to offer deals related to live events, and a limited liability company ("LLC") has been established to administer that arrangement. Groupon and the strategic partner each own 50% of the outstanding LLC interests, and income and cash flows of the LLC are allocated based on agreed upon percentages specified in the related LLC agreement. Our obligations associated with our interests in the LLC are primarily administering transactions, contributing intellectual property, identifying deals and promoting the sale of deal offerings, coordinating the distribution of deal offerings and providing the record keeping. Under the LLC agreement, as amended, the LLC shall be dissolved upon the occurrence of any of the following events: (1) either party becoming a majority owner; (2) July 2025; (3) certain elections of Groupon or the strategic partner based on the operational performance of the LLC or other changes to certain terms in the agreement; (4) election of either Groupon or the strategic partner in the event of bankruptcy by the other party; (5) sale of the LLC; or (6) a court's dissolution of the LLC. We have determined that the LLC is a variable interest entity and that we are its primary beneficiary. We consolidate the LLC because we have the power to direct the activities of the LLC that most significantly impact the LLC's economic performance. In particular, we identify and promote the deal offerings, provide all of the operational and back office support, present the LLC's deal offerings via our websites and mobile applications and provide the editorial resources that create the verbiage for the related deal offers. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. 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. There was no activity in the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2023, 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 modified due to an observable price change in an orderly transaction. We recognized a non-cash remeasurement of our investment in SumUp of $25.8 million during the year ended December 31, 2023. During the year ended December 31, 2021, we adjusted the carrying value of SumUp which resulted in an unrealized gain of $89.1 million and sold shares in two other equity investments for a gain of $6.4 million. See Note 5, Investments , for additional information. We recognized $35.4 million in non-cash impairment charges related to goodwill for the year ended December 31, 2022. We recognized $15.3 million in non-cash impairment charges related to long-lived assets for the year ended December 31, 2022, of which $3.0 million are included in Restructuring and related charges on our Consolidated Statements of Operations. We recognized $7.7 million in non-cash impairment charges related to Right-of-use assets - operating leases and leasehold improvements during the year ended December 31, 2021, which is included in Restructuring and related charges on our Consolidated Statements of Operations. See Note 3, Property, Equipment and Software, Net, Note 4, Goodwill and Other Intangible Assets, Note 8, Leases and Note 13, Restructuring and Related Charges , for additional information. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, restricted stock units, performance share units, ESPP shares, warrants, convertible senior notes and capped call transactions. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method. The following table sets forth the computation of basic and diluted net income (loss) per share of Common Stock for the years ended December 31, 2023, 2022 and 2021 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2023 2022 2021 Basic and diluted net income (loss) per share: Numerator Net Income (loss) $ (52,934) $ (234,380) $ 120,348 Less: Net income (loss) attributable to noncontrolling interests 2,476 3,229 1,680 Basic net income (loss) attributable to common stockholders (55,410) (237,609) 118,668 Diluted net income (loss) attributable to common stockholders (55,410) (237,609) 118,668 Plus: Interest expense from assumed conversion of convertible senior notes — — 4,643 Net income (loss) attributable to common stockholders plus assumed conversions $ (55,410) $ (237,609) $ 123,311 Denominator Shares used in computation of basic net income (loss) per share 31,243,179 30,166,100 29,365,880 Weighted-average effect of diluted securities: Restricted stock units — — 624,794 Performance share units and other stock-based compensation awards — — 89,065 Convertible senior notes due 2022 — — 858,517 Convertible senior notes due 2026 — — 2,575,184 Shares used in computation of diluted net income (loss) per share 31,243,179 30,166,100 33,513,440 Net income (loss) per share: Basic $ (1.77) $ (7.88) $ 4.04 Diluted $ (1.77) $ (7.88) $ 3.68 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: Year Ended December 31, 2023 2022 2021 Restricted stock units 1,475,683 2,587,585 500,763 Stock options 2,477,793 — — Performance share units and other stock-based compensation awards 138,962 97,203 — Convertible senior notes due 2026 (1) 3,376,400 3,376,400 — Warrants — — 877,595 Capped call transactions 3,376,400 3,376,400 2,575,184 Total 10,845,238 9,437,588 3,953,542 (1) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations is adjusted for interest expense, net of tax, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 7, Financing Arrangements , for additional information. As of December 31, 2023, there were no Market-based Performance Share Units. As of December 31, 2022, no Market-based Performance Share Units remain unvested and outstanding, as the performance or market conditions were not met, and are excluded from the table above. As of December 31, 2021, there were up to 57,668 shares of Common Stock issuable upon vesting of outstanding Market-based Performance Share Units that were excluded from the table above as the performance or market conditions were not satisfied as of the end of the period. See Note 11. Compensation Arrangements , for additional information. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
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 year ended December 31, 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 years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America Service revenue: Local $ 346,962 $ 390,449 $ 530,468 Goods 18,436 28,785 51,568 Travel 14,554 17,035 24,393 Total service revenue 379,952 436,269 606,429 Product revenue - Goods — — 626 Total North America revenue (1) $ 379,952 $ 436,269 $ 607,055 International Service revenue: Local $ 111,543 $ 128,295 $ 155,866 Goods 14,961 23,742 19,477 Travel 8,454 10,779 13,023 Total service revenue 134,958 162,816 188,366 Product revenue - Goods — — 171,687 Total International revenue (1) $ 134,958 $ 162,816 $ 360,053 (1) North America includes revenue from the United States of $374.0 million, $428.5 million and $597.6 million for the years ended December 31, 2023, 2022 and 2021. International includes revenue from the United Kingdom of $120.8 million for the year ended December 31 2021. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2023, 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 years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America Service cost of revenue: Local $ 44,199 $ 52,693 $ 58,192 Goods 3,276 5,249 7,790 Travel 3,484 4,173 4,952 Total service cost of revenue 50,959 62,115 70,934 Product cost of revenue - Goods — — 458 Total North America cost of revenue $ 50,959 $ 62,115 $ 71,392 International Service cost of revenue: Local $ 9,903 $ 10,647 $ 8,962 Goods 2,305 2,080 986 Travel 1,079 1,419 1,138 Total service cost of revenue 13,287 14,146 11,086 Product cost of revenue - Goods — — 147,514 Total International cost of revenue $ 13,287 $ 14,146 $ 158,600 The following table summarizes contribution profit by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America Revenue $ 379,952 $ 436,269 $ 607,055 Cost of revenue 50,959 62,115 71,392 Marketing 73,178 103,862 138,025 Contribution profit 255,815 270,292 397,638 International Revenue 134,958 162,816 360,053 Cost of revenue 13,287 14,146 158,600 Marketing 37,327 45,369 50,755 Contribution profit 84,344 103,301 150,698 Consolidated Revenue 514,910 599,085 967,108 Cost of revenue 64,246 76,261 229,992 Marketing 110,505 149,231 188,780 Contribution profit 340,159 373,593 548,336 Selling, general and administrative 350,405 481,375 511,096 Goodwill impairment — 35,424 — Long-lived asset impairment — 12,259 — Restructuring and related charges 8,006 12,350 41,895 Income (loss) from operations $ (18,252) $ (167,815) $ (4,655) The following table summarizes total assets by reportable segment as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Total assets: North America (1) $ 465,213 $ 669,336 International (1) 105,743 123,781 Consolidated total assets $ 570,956 $ 793,117 (1) North America contains assets from the United States of $460.2 million and $661.3 million as of December 31, 2023 and 2022. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2023 and 2022. The following table summarizes tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 North America (1) $ 1,037 $ 5,246 International (1) 1,127 2,928 Consolidated total $ 2,164 $ 8,174 (1) All tangible property and equipment within North America is located in the United States. There were no other individual countries located outside of the United States where tangible property and equipment, net is material as of December 31, 2023 and 2022. The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America $ 40,466 $ 52,077 $ 63,725 International 10,752 10,586 9,094 Consolidated total $ 51,218 $ 62,663 $ 72,819 The following table summarizes expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America $ 24 $ 1,323 $ 1,777 International 84 2,565 4,562 Consolidated total $ 108 $ 3,888 $ 6,339 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Rights Offering On January 22, 2024, Groupon announced the closing of its $80.0 million fully backstopped Rights Offering for shares of its Common Stock, par value $0.0001 per share. See Note 10 , Stockholders' Equity (Deficit) for additional information. Termination and Payoff of the Credit Agreement On February 12, 2024, we prepaid $43.1 million to terminate all commitments to extend further credit under the Credit Agreement using our $80.0 million in proceeds received from the Rights Offering. See Note 7 , Financing Arrangements for additional information. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | Schedule II-Valuation and Qualifying Accounts Balance at Beginning of Year Net Increase (Decrease) to Expense (1) Acquisitions and Other Balance at End of Year (in thousands) TAX VALUATION ALLOWANCE: Year ended December 31, 2023 $ 204,462 $ 91,667 $ — $ 296,129 Year ended December 31, 2022 145,105 59,357 — 204,462 Year ended December 31, 2021 212,143 (59,599) (7,439) 145,105 (1) For the years ended December 31, 2023, 2022 and 2021, Net Increase (Decrease) to Expense includes foreign currency translation gains (losses) of $3.6 million, $(5.0) million and $(8.9) million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income | $ (55,410) | $ (237,609) | $ 118,668 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of Groupon, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control and variable interest entities for which we have determined that we are the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the 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. The accompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Beginning in the fourth quarter 2022, we disclosed conditions and events such as increasing cash outflows, operating losses and insufficient cash balances that, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. However, that doubt was alleviated through management's plans. In the second quarter 2023, the addition of the maturing credit facility indicated that substantial doubt was no longer alleviated by management's plans. In the fourth quarter of 2023, we executed a fully backstopped Rights Offering that closed in January 2024. The Rights Offering was oversubscribed and raised $80.0 million. In February 2024, we used $43.1 million of proceeds from the Rights Offering to repay our credit facility in advance of its maturity in May 2024. In the fourth quarter of 2023, we also received $18.9 million in proceeds from the sale of a portion of our non-controlling equity interest in SumUp. Our net cash used in operating activities has improved year-over-year, from $78.0 million and $136.0 million for the years ended December 31, 2023 and December 31, 2022, with net cash provided by operating activities of $54.5 million and $15.9 million for the three months ended December 31, 2023 and December 31, 2022. Accordingly, management has concluded that there is no longer substantial doubt about our ability to continue as a going concern. |
Adoption of New Accounting Standards and Recently Issued Accounting Standards | Adoption of New Accounting Standards There were no new accounting standards adopted during the year ended December 31, 2023. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. |
Reclassifications | Reclassifications |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. |
Cash, Cash Equivalents | Cash, Cash Equivalents |
Accounts Receivable, Net | Accounts Receivable, Net |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets within Selling, general and administrative expense on the Consolidated Statements of Operations. Generally, the useful lives are three |
Internal-Use Software | Internal-Use Software We incur costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within Property, equipment and software, net on the Consolidated Balance Sheets. Amortization of internal-use software is recorded on a straight-line basis over the two-year estimated useful life of the assets within Cost of revenue and Selling, general and administrative expense on the Consolidated Statements of Operations. |
Cloud Computing Costs | Cloud Computing Costs We have entered into non-cancelable cloud computing hosting arrangements for which we incur implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. Amortization of implementation costs is recorded on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are recorded in Selling, general and administrative expense on the Consolidated Statements of Operations. |
Goodwill | Goodwill Goodwill is allocated to our reporting units at acquisition. Our reporting units are the same as our operating segments, North America and International. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. |
Investments | Investments Investments in equity shares without a readily determinable fair value and for which we do not have the ability to exercise significant influence are accounted for at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through Other income (expense), net on the Consolidated Statements of Operations. Those investments are classified within Investments on the Consolidated Balance Sheets. We have investments in Common Stock or in-substance Common Stock for which we have the ability to exercise significant influence and we have made an irrevocable election to account for those investments at fair value. Those investments are classified within Investments on the Consolidated Balance Sheets. We classify our debt securities as available-for-sale securities, which are classified within Investments on the Consolidated Balance Sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the Consolidated Statements of Operations. We conduct reviews of our available-for-sale investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in Accumulated other comprehensive income (loss) for available-for-sale securities on the Consolidated Balance Sheets. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. We regularly review deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. We are subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions or by changes in the |
Lease Obligations | Lease Obligations We have entered into various non-cancelable operating lease agreements for our offices. Significant judgment is required when determining whether a contract is or contains a lease. We review contracts to determine whether the language conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We classify leases at their commencement as either operating or finance leases. We recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease, which is the date we have the right to control the asset. Lease liabilities are measured based on the present value of the minimum lease payments discounted by a rate determined as of the date of commencement. The discount rate used to calculate the present value for lease payments is the rate implicit in the lease, unless that rate cannot be readily determined. For leases in which the rate implicit in the lease is not readily determinable, the discount rate is our incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term as the lease. Right-of-use assets are measured based on the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives. Minimum lease payments made under operating leases are apportioned between interest expense and a reduction of the related operating lease obligations. Operating lease costs, including interest expense on operating leases, are generally presented within Selling, general and administrative expense on the Consolidated Statements of Operations and the related operating lease obligation is presented within Accrued expenses and other current liabilities and Operating lease obligations on the Consolidated Balance Sheets. Short term leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed in the period in which they are incurred. We may receive renewal or expansion options, rent holidays, leasehold improvements or other incentives on certain lease agreements. We assess whether it is reasonably certain that we will exercise an option to renew or terminate a lease by considering factors that create an economic incentive or disincentive. |
Revenue Recognition | Revenue Recognition We recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. We offer goods and services through our online marketplaces in three primary categories: Local, Goods and Travel. Service and Product Revenue Service revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Those transactions generally involve a customer's purchase of a voucher through one of our online marketplaces that can be redeemed by the customer with a third-party merchant for goods or services (or for discounts on goods or services). Service revenue from those transactions is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. We recognize revenue from those transactions when our commission has been earned, which occurs when a sale through one of our online marketplaces is completed and the related voucher has been made available to the customer. We believe that our remaining obligations to remit payment to the merchant and to provide information about vouchers sold are administrative activities that are immaterial in the context of the contract with the merchant. Revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. We recognize those commissions as revenue in the period in which the underlying transactions between the customer and the third-party merchant are completed. Additionally, we earn advertising revenue when the advertiser's logo or website link has been included on our websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. Historically, we generated product revenue from our sales of first-party Goods transactions, which were direct sales of merchandise inventory. For product revenue transactions, we were the primary party responsible for providing the good to the customer, we had inventory risk and we had discretion in establishing prices. As such, product revenue was reported on a gross basis as the purchase price received from the customer. Product revenue, including associated shipping revenue, was recognized when title passed to the customer upon delivery of the product. We fully transitioned to a third party marketplace in North America in 2020 and in International in the fourth quarter of 2021. In a third-party marketplace model, our merchants generally assume inventory and refund risk and for those transactions we record revenue on a net basis within service revenue. 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. If actual redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements. Refunds Refunds are recorded as a reduction of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. We estimate our refund reserve using historical refund experience by category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to our refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. If actual refunds differ from our estimates, the effects could be material to the Consolidated Financial Statements. Discounts, Customer Credits and Other Consideration Payable to Customers We provide discount offers to encourage purchases of goods and services through our online marketplaces. We record discounts as a reduction of revenue. Additionally, 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. Credits issued to satisfy refund requests are applied as a reduction to the refund reserve and customer credits issued for relationship purposes are classified as a reduction of revenue. Breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used. Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant. When customer credits are redeemed for goods or services provided by a third-party merchant, 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. Customer credits are primarily used within one year of issuance. Sales and Related Taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized on a straight-line basis over the expected period of the merchant arrangement, generally from 12 to 18 months. Those costs are classified within Selling, general and administrative expense in the Consolidated Statements of Operations. Cost of Revenue |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review our long-lived assets, such as property, equipment and software, intangible assets and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. |
Stock-Based Compensation | Stock-Based Compensation We measure stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. We present stock-based compensation expense within the Consolidated Statements of Operations. |
Foreign Currency | Foreign Currency |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment and Software, Net | The following summarizes property, equipment and software, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Furniture and fixtures and other 571 3,384 Leasehold improvements 19,167 18,428 Computer hardware and purchased software 5,741 110,338 Internally-developed software (1) 295,860 334,079 Total property, equipment and software, gross 321,339 466,229 Less: accumulated depreciation and amortization (290,809) (409,498) Property, equipment and software, net $ 30,530 $ 56,731 (1) The net carrying amount of internally-developed software was $28.4 million and $48.6 million as of December 31, 2023 and 2022. Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Service cost of revenue $ 25,024 $ 32,554 $ 32,354 Product cost of revenue — — 378 Selling, general and administrative 18,377 21,616 31,193 Total $ 43,401 $ 54,170 $ 63,925 The following table summarizes tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 North America (1) $ 1,037 $ 5,246 International (1) 1,127 2,928 Consolidated total $ 2,164 $ 8,174 (1) All tangible property and equipment within North America is located in the United States. There were no other individual countries located outside of the United States where tangible property and equipment, net is material as of December 31, 2023 and 2022. The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America $ 40,466 $ 52,077 $ 63,725 International 10,752 10,586 9,094 Consolidated total $ 51,218 $ 62,663 $ 72,819 The following table summarizes expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America $ 24 $ 1,323 $ 1,777 International 84 2,565 4,562 Consolidated total $ 108 $ 3,888 $ 6,339 |
Schedule of Impairment Charges for Long-lived Assets | The following table summarizes impairment charges for property, equipment and software that are presented within Restructuring and related charges and Long-lived asset impairment on the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Long-lived asset impairment: North America $ — $ 753 $ — International — 3,736 — Long-lived asset impairment — 4,489 — Restructuring and related charges: North America — — 602 International — — 268 Restructuring and related charges impairment — — 870 Total property, equipment and software impairment $ — $ 4,489 $ 870 The following table summarizes impairment for long-lived assets by asset type for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, Long-Lived Asset Category 2023 2022 2021 Property, equipment and software, net Leasehold improvements — 1,747 870 Computer hardware — 1,498 — Internally-developed software — 753 — Other Property, equipment and software, net — 491 — Total $ — $ 4,489 $ 870 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes goodwill activity by segment for the year ended December 31, 2022 (in thousands). There was no activity for the year ended December 31, 2023. North America (1) International (2) 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 December 31, 2022 $ 178,685 $ — $ 178,685 (1) As of December 31, 2023, the North America reporting unit had a negative carrying value. (2) As of December 31, 2021, the International reporting unit had a negative carrying value. |
Schedule of Intangible Assets | The following table summarizes intangible assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 18,842 17,944 898 17,912 14,327 3,585 Trade names 9,459 8,753 706 9,340 8,382 958 Patents 13,235 7,237 5,998 13,341 6,701 6,640 Other intangible assets 9,318 5,516 3,802 17,517 11,059 6,458 Total $ 50,854 $ 39,450 $ 11,404 $ 58,110 $ 40,469 $ 17,641 |
Schedule of Estimated Future Amortization Expense | As of December 31, 2023, our estimated future amortization expense related to intangible assets is as follows (in thousands): 2024 $ 4,419 2025 2,900 2026 2,028 2027 1,350 2028 707 Thereafter — Total $ 11,404 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments | The following table summarizes our percentage ownership in our investments for the periods noted below: December 31, 2023 and 2022 Other equity investments 1% to 19% Available-for-sale securities 1% to 19% Fair value option investments 10% to 19% |
Schedule of Other Equity Investment Activity | The following table summarizes other equity investment activity for the year ended December 31, 2023 (in thousands). There was no activity for the year ended December 31, 2022: Balance as of December 31, 2022 $ 119,541 Gain (loss) from changes in fair value and foreign currency depreciation (25,794) Dispositions (18,924) Balance as of December 31, 2023 $ 74,823 |
SUPPLEMENTAL CONSOLIDATED BAL_2
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |
Schedule of Prepaid and Other Current Assets | The following table summarizes Prepaid expenses and other current assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Prepaid expenses $ 9,799 $ 16,048 Income taxes receivable 5,349 6,691 Deferred cloud implementation cost 14,627 9,362 Restricted Cash (1) 26,075 417 Other 7,797 8,583 Total prepaid expenses and other current assets $ 63,647 $ 41,101 (1) Primarily consists of cash collateral related to our letters of credit. See Note 7, Financing Arrangements for additional information . |
Schedule of Other Assets, Noncurrent | The following table summarizes Other non-current assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred contract acquisition costs $ 2,940 $ 4,815 Deferred cloud implementation costs 188 17,684 Other 2,967 4,992 Total other non-current assets $ 6,095 $ 27,491 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table summarizes Accrued expenses and other current liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Refund reserve $ 4,445 $ 11,072 Compensation and benefits 10,717 15,005 Accrued marketing 8,771 19,596 Restructuring-related liabilities 1,641 4,782 Customer credits 26,595 36,220 Operating lease obligations 7,121 37,525 Other (1) 42,649 47,252 Total accrued expenses and other current liabilities $ 101,939 $ 171,452 (1) Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of December 31, 2022. This balance was paid in January 2023. |
Schedule of Other Non-current Liabilities | The following table summarizes Other non-current liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Contingent income tax liabilities $ 9,373 $ 11,213 Deferred income taxes 2,525 3,100 Other 1,364 4,273 Total other non-current liabilities $ 13,262 $ 18,586 |
Schedule of Other Income (Expense) | The following table summarizes Other income (expense), net for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Interest income $ 10,264 $ 9,533 $ 5,116 Interest expense (15,718) (14,380) (17,206) Changes in fair value of investments (1) (25,847) — 95,623 Loss on extinguishment of debt — — (5,090) Foreign currency gains (losses), net and other (2) 6,127 (19,308) 14,237 Other income (expense), net $ (25,174) $ (24,155) $ 92,680 (1) The $25.8 million loss for the year ended December 31, 2023 relates to a remeasurement of our investment in SumUp. The year ended December 31, 2021 includes an $89.1 million unrealized gain due to an upward adjustment for an observable price change of SumUp. (2) |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Senior Notes | The carrying amount of the 2026 Notes consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Principal amount $ 230,000 $ 230,000 Less: debt discount (3,530) (5,077) Net carrying amount of liability $ 226,470 $ 224,923 |
Schedule of Interest Costs on Convertible Debt | During the years ended December 31, 2023 and 2022, we recognized interest costs on the 2026 Notes as follows (in thousands): Year Ended December 31, 2023 2022 Contractual interest $ 2,588 $ 2,588 Amortization of debt discount 1,547 1,520 Total $ 4,135 $ 4,108 |
Schedule of Line of Credit Facilities | Amounts committed to outstanding borrowings and letters of credit under the Credit Agreement as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 December 31, 2022 Borrowings $ 42,776 $ 75,000 Letters of credit (1) 25,200 24,900 (1) Under the Credit Agreement, cash collateral was required if letters of credit extended beyond May 14, 2024. Cash collateral is treated as restricted cash on the Consolidated Balance Sheets. See Note 6, Supplemental Consolidated Balance Sheets and Statements of Operations Information for additional information . |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities, Lessee | The following summarizes right-of-use assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Right-of-use assets - operating leases $ 18,099 $ 60,204 Less: accumulated depreciation and amortization (15,902) (48,077) Right-of-use assets - operating leases, net $ 2,197 $ 12,127 As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows: December 31, 2023 December 31, 2022 Weighted-average lease term 1 year 1 year Weighted-average discount rate 5.8 % 6.4 % |
Schedule of Lease Cost | The following table summarizes our lease costs and sublease income for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Financing lease cost: Amortization of right-of-use assets $ — $ 543 $ 3,621 Interest on lease liabilities — 12 120 Total finance lease cost — 555 3,741 Operating lease cost (1) 10,962 20,880 25,346 Variable lease cost (2) 6,332 7,966 6,378 Short-term lease cost 58 57 83 Sublease income, gross (3) (6,039) (3,949) (4,650) Total lease cost $ 11,313 $ 25,509 $ 30,898 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $8.6 million and $2.4 million for the year ended December 31, 2023, $15.7 million and $5.2 million for the year ended December 31, 2022 and $17.6 million and $7.8 million for the year ended December 31, 2021. (2) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $3.7 million and $2.6 million for the year ended December 31, 2023, $5.6 million and $2.4 million for the year ended December 31, 2022 and $4.7 million and $1.7 million for the year ended December 31, 2021. (3) Sublease income, gross primarily presented as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2023 and entirely for the years ended December 31, 2022 and 2021. Additionally, for the year ended December 31, 2023, sublease income, gross includes the settlement related to Uptake. See Note 9, Commitments and Contingencies |
Schedule of Finance Lease Liabilities | As of December 31, 2023, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2024 7,408 2025 2,401 2026 — 2027 — 2028 — Thereafter — Total minimum lease payments 9,809 Less: Amount representing interest (306) Present value of net minimum lease payments 9,503 Less: Current portion of lease obligations (7,121) Total long-term lease obligations $ 2,382 |
Schedule of Operating Lease Liabilities | As of December 31, 2023, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2024 7,408 2025 2,401 2026 — 2027 — 2028 — Thereafter — Total minimum lease payments 9,809 Less: Amount representing interest (306) Present value of net minimum lease payments 9,503 Less: Current portion of lease obligations (7,121) Total long-term lease obligations $ 2,382 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Long-term Purchase Commitment | We have entered into non-cancelable arrangements with third-parties, primarily related to cloud computing and other information technology services. As of December 31, 2023, future payments under these contractual obligations were as follows (in thousands): 2024 $ 9,719 2025 24,640 2026 1,990 2027 — 2028 — Thereafter — Total purchase obligations $ 36,349 |
COMPENSATION ARRANGEMENTS (Tabl
COMPENSATION ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The stock-based compensation expense related to stock awards issued under the 2011 Plan and acquisition-related awards are presented within the following line items of the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 119 $ 395 $ 585 Marketing 53 1,054 748 Selling, general and administrative 14,309 28,557 31,836 Total stock-based compensation expense $ 14,481 $ 30,006 $ 33,169 |
Schedule of Restricted Stock Unit Activity | The table below summarizes Restricted Stock Unit activity under the 2011 Plan for the year ended December 31, 2023: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2022 2,876,089 $ 19.33 Granted 601,314 5.26 Vested (1,368,015) 19.04 Forfeited (1,363,548) 15.72 Unvested at December 31, 2023 745,840 $ 10.61 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0 % Risk-free interest rate 4.1 % Expected term (in years) 2 Expected volatility 78.2 % |
Schedule of Stock Options Roll Forward | The table below summarizes stock option activity for the year ended December 31, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 — $ — — $ — Granted 3,500,000 6.00 3.00 — Exercised (437,500) 6.00 — — Outstanding at December 31, 2023 2,187,500 6.00 2.25 14,963 Exercisable at December 31, 2023 875,000 $ 6.00 2.25 5,985 |
Schedule of Share-based Payment Arrangement, Performance Shares, Outstanding Activity | The table below summarizes Performance Share Unit activity under the 2011 Plan for the year ended December 31, 2023: Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2022 17,269 $ 24.13 Granted 506,324 6.34 Vested (17,269) 24.13 Unvested at December 31, 2023 506,324 $ 6.34 Maximum shares issuable upon vesting at December 31, 2023 759,486 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023 and 2022 (in thousands): Customer Credits Balance as of December 31, 2021 $ 56,558 Credits issued 134,317 Credits redeemed (1) (128,247) Breakage revenue recognized (25,802) Foreign currency translation (606) Balance as of December 31, 2022 $ 36,220 Credits issued 76,767 Credits redeemed (2) (83,902) Breakage revenue recognized (2,597) Foreign currency translation 107 Balance as of December 31, 2023 $ 26,595 (1) Historically, customer credits have primarily been used within one year of issuance; however, usage patterns were impacted from changes in customer behavior due to COVID-19. (2) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. Customer credits are typically used within one year of issuance. |
Schedule of Expected Credit Losses on Accounts Receivable | The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the years ended December 31, 2023 and 2022 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2021 $ 7,974 Change in provision (1,335) Write-offs (1,618) Foreign currency translation (483) Balance as of December 31, 2022 $ 4,538 Change in provision (959) Write-offs (779) Foreign currency translation 56 Balance as of December 31, 2023 $ 2,856 |
RESTRUCTURING AND RELATED CHA_2
RESTRUCTURING AND RELATED CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs by Segment | The following tables summarize activity by segment related to the 2022 Restructuring Plan for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 5,477 $ 938 $ 6,415 International 5,385 — 5,385 Consolidated $ 10,862 $ 938 $ 11,800 (1) The employee severance and benefits costs for the year ended December 31, 2023 are related to the termination of approximately 470 employees. Year Ended December 31, 2022 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 8,024 $ 161 $ 8,185 International 1,464 — 1,464 Consolidated $ 9,488 $ 161 $ 9,649 (1) The employee severance and benefits costs for the year ended December 31, 2022 are related to the termination of approximately 380 employees. The following tables summarize activity by segment related to the 2020 Restructuring Plan for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Property, Equipment and Software Impairments Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 102 $ 9 $ — $ (2,254) $ (2,143) International (2,890) 10 — 1,229 (1,651) Consolidated $ (2,788) $ 19 $ — $ (1,025) $ (3,794) Year Ended December 31, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1 $ 155 $ — $ 418 $ 574 International (95) 92 — 2,130 2,127 Consolidated $ (94) $ 247 $ — $ 2,548 $ 2,701 Year Ended December 31, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 458 $ 1,696 $ 602 $ 7,278 $ 10,034 International 28,345 681 268 2,567 31,861 Consolidated $ 28,803 $ 2,377 $ 870 $ 9,845 $ 41,895 |
Schedule of Restructuring Liability | The following table summarizes restructuring liability activity for the years ended December 31, 2023 and 2022 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 9,488 161 9,649 Cash payments (9,315) (161) (9,476) Foreign currency translation 2 — 2 Balance as of December 31, 2022 $ 175 $ — $ 175 Charges payable in cash 10,862 938 11,800 Cash payments (10,602) (894) (11,496) Foreign currency translation 109 — 109 Balance as of December 31, 2023 (1) $ 544 $ 44 $ 588 (1) Substantially all of the remaining cash payments for costs related to the 2022 Restructuring Plan are expected to be disbursed by the end of 2024. The following table summarizes restructuring liability activity for the years ended December 31, 2023 and 2022 for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2021 $ 11,038 $ 311 $ 11,349 Charges payable in cash (94) 247 153 Cash payments (6,096) (212) (6,308) Foreign currency translation (542) (45) (587) Balance as of December 31, 2022 $ 4,306 $ 301 $ 4,607 Charges payable in cash and changes in estimate (1) (2,788) 19 (2,769) Cash payments (727) (113) (840) Foreign currency translation 48 7 55 Balance as of December 31, 2023 (2) $ 839 $ 214 $ 1,053 (1) The credit recorded during the year ended December 31, 2023 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period (2) Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pretax Income (Loss) before Income Tax, Domestic and Foreign | The components of pretax income (loss) for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 16,285 $ (65,256) $ 60,875 International (59,711) (126,714) 27,150 Income (loss) before provision (benefit) for income taxes $ (43,426) $ (191,970) $ 88,025 |
Schedule of Components of Income Tax Expense (Benefit) | The Provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021 consisted of the following components (in thousands): Year Ended December 31, 2023 2022 2021 Current taxes: U.S. federal $ 1,305 $ 161 $ 2,354 State 2,094 704 1,629 International 4,374 (7,554) (2,321) Total current taxes 7,773 (6,689) 1,662 Deferred taxes: U.S. federal 35 31,132 (15,254) State 106 20,307 (16,864) International 1,594 (2,340) (1,867) Total deferred taxes 1,735 49,099 (33,985) Provision (benefit) for income taxes $ 9,508 $ 42,410 $ (32,323) |
Schedule of Effective Income Tax Rate Reconciliation | The items accounting for differences between the income tax provision (benefit) computed at the U.S. federal statutory rate and the Provision (benefit) for income taxes for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 U.S. federal income tax provision (benefit) at statutory rate $ (9,120) $ (40,314) $ 18,485 Foreign income and losses taxed at different rates (1) 6,842 9,035 5,000 State income taxes, net of federal benefits, and state tax credits 3,709 4,133 4,897 Change in valuation allowances 87,993 64,328 (50,695) Effect of income tax rate changes on deferred items (104) 443 815 Adjustments related to uncertain tax positions (5,117) (13,062) 2,588 Non-deductible stock-based compensation expense 1,728 2,191 2,727 Tax (windfalls)/shortfalls on stock-based compensation awards 1,606 2,741 (1,762) Federal research and development credits, net of adjustments — (812) (396) Forgiveness of intercompany liabilities (43) 1,468 (62) Tax attribute expiration — 5,519 — Asset impairments (82,988) 7,213 — Observable price change on an other equity investment — — (17,955) Non-deductible or non-taxable items 5,002 (473) 4,035 Provision (benefit) for income taxes $ 9,508 $ 42,410 $ (32,323) (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2023. This resulted in an adverse impact to the Provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2023, 2022 and 2021 prior to the impact of valuation allowances, due to the net pretax losses from operations in certain foreign jurisdictions with lower tax rates. |
Schedule of Deferred Tax Assets and Liabilities | The deferred income tax assets and liabilities consisted of the following components as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred tax assets: Accrued expenses and other liabilities $ 33,517 $ 37,397 Operating lease obligation — 5,602 Stock-based compensation 2,153 3,886 Net operating loss and tax credit carryforwards (1) 217,560 135,743 Property, equipment and software, net 8,462 — Intangible assets, net 20,586 19,139 Right-of-use assets 1,238 — Investments 26,350 20,360 Convertible senior notes 3,353 4,638 Unrealized foreign currency exchange losses 955 — Capitalized research and development costs 12,645 9,994 Other 171 312 Total deferred tax assets 326,990 237,071 Less: Valuation allowances (296,129) (204,462) Deferred tax assets, net of valuation allowance 30,861 32,609 Deferred tax liabilities: Prepaid expenses and other assets (11,399) (11,983) Operating lease obligation (1,417) — Property, equipment and software, net — (1,470) Right-of-use assets — (679) Deferred revenue (8,931) (8,027) Total deferred tax liabilities (21,747) (22,159) Net deferred tax asset (liability) $ 9,114 $ 10,450 (1) Includes $83.0 million of tax losses recorded in 2023 due to an impairment of investment in subsidiaries. An offsetting valuation allowance was recorded in 2023. |
Schedule of Unrecognized Tax Benefits | The following table summarizes activity related to our gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Beginning Balance $ 39,172 $ 49,502 $ 48,960 Increases related to prior year tax positions — — 5,105 Decreases related to prior year tax positions — (124) (3,138) Increases related to current year tax positions 790 3,028 1,887 Decreases based on settlements with taxing authorities — (109) — Decreases due to lapse of statute limitations (6,743) (12,410) (2,530) Foreign currency translation 380 (715) (782) Ending Balance $ 33,599 $ 39,172 $ 49,502 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023, 2022 and 2021 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2023 2022 2021 Basic and diluted net income (loss) per share: Numerator Net Income (loss) $ (52,934) $ (234,380) $ 120,348 Less: Net income (loss) attributable to noncontrolling interests 2,476 3,229 1,680 Basic net income (loss) attributable to common stockholders (55,410) (237,609) 118,668 Diluted net income (loss) attributable to common stockholders (55,410) (237,609) 118,668 Plus: Interest expense from assumed conversion of convertible senior notes — — 4,643 Net income (loss) attributable to common stockholders plus assumed conversions $ (55,410) $ (237,609) $ 123,311 Denominator Shares used in computation of basic net income (loss) per share 31,243,179 30,166,100 29,365,880 Weighted-average effect of diluted securities: Restricted stock units — — 624,794 Performance share units and other stock-based compensation awards — — 89,065 Convertible senior notes due 2022 — — 858,517 Convertible senior notes due 2026 — — 2,575,184 Shares used in computation of diluted net income (loss) per share 31,243,179 30,166,100 33,513,440 Net income (loss) per share: Basic $ (1.77) $ (7.88) $ 4.04 Diluted $ (1.77) $ (7.88) $ 3.68 |
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: Year Ended December 31, 2023 2022 2021 Restricted stock units 1,475,683 2,587,585 500,763 Stock options 2,477,793 — — Performance share units and other stock-based compensation awards 138,962 97,203 — Convertible senior notes due 2026 (1) 3,376,400 3,376,400 — Warrants — — 877,595 Capped call transactions 3,376,400 3,376,400 2,575,184 Total 10,845,238 9,437,588 3,953,542 (1) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations is adjusted for interest expense, net of tax, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 7, Financing Arrangements , for additional information. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table summarizes revenue by reportable segment and category for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America Service revenue: Local $ 346,962 $ 390,449 $ 530,468 Goods 18,436 28,785 51,568 Travel 14,554 17,035 24,393 Total service revenue 379,952 436,269 606,429 Product revenue - Goods — — 626 Total North America revenue (1) $ 379,952 $ 436,269 $ 607,055 International Service revenue: Local $ 111,543 $ 128,295 $ 155,866 Goods 14,961 23,742 19,477 Travel 8,454 10,779 13,023 Total service revenue 134,958 162,816 188,366 Product revenue - Goods — — 171,687 Total International revenue (1) $ 134,958 $ 162,816 $ 360,053 (1) |
Schedule of Cost of Revenue by Segment and Category | The following table summarizes cost of revenue by reportable segment and category for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America Service cost of revenue: Local $ 44,199 $ 52,693 $ 58,192 Goods 3,276 5,249 7,790 Travel 3,484 4,173 4,952 Total service cost of revenue 50,959 62,115 70,934 Product cost of revenue - Goods — — 458 Total North America cost of revenue $ 50,959 $ 62,115 $ 71,392 International Service cost of revenue: Local $ 9,903 $ 10,647 $ 8,962 Goods 2,305 2,080 986 Travel 1,079 1,419 1,138 Total service cost of revenue 13,287 14,146 11,086 Product cost of revenue - Goods — — 147,514 Total International cost of revenue $ 13,287 $ 14,146 $ 158,600 |
Schedule of Operating Income by Reportable Segment | The following table summarizes contribution profit by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America Revenue $ 379,952 $ 436,269 $ 607,055 Cost of revenue 50,959 62,115 71,392 Marketing 73,178 103,862 138,025 Contribution profit 255,815 270,292 397,638 International Revenue 134,958 162,816 360,053 Cost of revenue 13,287 14,146 158,600 Marketing 37,327 45,369 50,755 Contribution profit 84,344 103,301 150,698 Consolidated Revenue 514,910 599,085 967,108 Cost of revenue 64,246 76,261 229,992 Marketing 110,505 149,231 188,780 Contribution profit 340,159 373,593 548,336 Selling, general and administrative 350,405 481,375 511,096 Goodwill impairment — 35,424 — Long-lived asset impairment — 12,259 — Restructuring and related charges 8,006 12,350 41,895 Income (loss) from operations $ (18,252) $ (167,815) $ (4,655) |
Schedule of Total Assets by Segment | The following table summarizes total assets by reportable segment as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Total assets: North America (1) $ 465,213 $ 669,336 International (1) 105,743 123,781 Consolidated total assets $ 570,956 $ 793,117 (1) North America contains assets from the United States of $460.2 million and $661.3 million as of December 31, 2023 and 2022. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2023 and 2022. |
Schedule of Property, Equipment and Software, by Reportable Segment | The following summarizes property, equipment and software, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Furniture and fixtures and other 571 3,384 Leasehold improvements 19,167 18,428 Computer hardware and purchased software 5,741 110,338 Internally-developed software (1) 295,860 334,079 Total property, equipment and software, gross 321,339 466,229 Less: accumulated depreciation and amortization (290,809) (409,498) Property, equipment and software, net $ 30,530 $ 56,731 (1) The net carrying amount of internally-developed software was $28.4 million and $48.6 million as of December 31, 2023 and 2022. Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Service cost of revenue $ 25,024 $ 32,554 $ 32,354 Product cost of revenue — — 378 Selling, general and administrative 18,377 21,616 31,193 Total $ 43,401 $ 54,170 $ 63,925 The following table summarizes tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 North America (1) $ 1,037 $ 5,246 International (1) 1,127 2,928 Consolidated total $ 2,164 $ 8,174 (1) All tangible property and equipment within North America is located in the United States. There were no other individual countries located outside of the United States where tangible property and equipment, net is material as of December 31, 2023 and 2022. The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America $ 40,466 $ 52,077 $ 63,725 International 10,752 10,586 9,094 Consolidated total $ 51,218 $ 62,663 $ 72,819 The following table summarizes expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 North America $ 24 $ 1,323 $ 1,777 International 84 2,565 4,562 Consolidated total $ 108 $ 3,888 $ 6,339 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 22, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) revenueCategory | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Proceeds from sale or divestment of investment | $ 18,900 | $ 18,924 | $ 0 | $ 6,950 | ||
Net cash provided by (used in) operating activities | 54,500 | $ 15,900 | (77,985) | (135,987) | (123,958) | |
Cash and cash equivalents | $ 141,563 | $ 281,279 | $ 141,563 | $ 281,279 | $ 498,726 | |
Number of revenue category | revenueCategory | 3 | |||||
Customer credit within issuance | 1 year | |||||
Rights Offering | Subsequent Event | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sale of stock, consideration raised | $ 80,000 | |||||
Internally-developed software | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible assets, useful life | 2 years | 2 years | ||||
Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible assets, useful life | 1 year | 1 year | ||||
Contract with third party merchants, term | 12 months | |||||
Minimum | Computer hardware and purchased software | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Useful life of property and equipment | 3 years | 3 years | ||||
Minimum | Office Equipment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Useful life of property and equipment | 3 years | 3 years | ||||
Minimum | Furniture and fixtures and other | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Useful life of property and equipment | 3 years | 3 years | ||||
Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible assets, useful life | 10 years | 10 years | ||||
Contract with third party merchants, term | 18 months | |||||
Maximum | Computer hardware and purchased software | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Useful life of property and equipment | 5 years | 5 years | ||||
Maximum | Office Equipment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Useful life of property and equipment | 5 years | 5 years | ||||
Maximum | Furniture and fixtures and other | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Useful life of property and equipment | 5 years | 5 years |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Schedule of Property, Equipment and Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, gross | $ 321,339 | $ 466,229 |
Less: accumulated depreciation and amortization | (290,809) | (409,498) |
Property, equipment and software, net | 30,530 | 56,731 |
Net carrying amount of internally-developed software | 28,400 | 48,600 |
Furniture and fixtures and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, gross | 571 | 3,384 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, gross | 19,167 | 18,428 |
Computer hardware and purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, gross | 5,741 | 110,338 |
Internally-developed software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, gross | $ 295,860 | $ 334,079 |
PROPERTY, EQUIPMENT AND SOFTW_4
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Schedule of Impairment Charges for Long-lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 0 | $ 4,489 | $ 870 |
Long-lived asset impairment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 4,489 | 0 |
Long-lived asset impairment | North America | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 753 | 0 |
Long-lived asset impairment | International | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 3,736 | 0 |
Restructuring and related charges impairment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 0 | 870 |
Restructuring and related charges impairment | North America | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 0 | 602 |
Restructuring and related charges impairment | International | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 268 |
PROPERTY, EQUIPMENT AND SOFTW_5
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Schedule of Impairment Charges for Long-lived Assets by Asset Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 0 | $ 4,489 | $ 870 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 1,747 | 870 |
Computer hardware and purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 1,498 | 0 |
Internally-developed software | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 0 | 753 | 0 |
Other Property, equipment and software, net | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 0 | $ 491 | $ 0 |
PROPERTY, EQUIPMENT AND SOFTW_6
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Depreciation and Amortization Expense on Property, Equipment and Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization of property, equipment and software | $ 43,401 | $ 54,170 | $ 63,925 |
Selling, general and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization of property, equipment and software | 18,377 | 21,616 | 31,193 |
Service | Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization of property, equipment and software | 25,024 | 32,554 | 32,354 |
Product | Cost of revenue | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization of property, equipment and software | $ 0 | $ 0 | $ 378 |
PROPERTY, EQUIPMENT AND SOFTW_7
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Amortization of internally-developed software | $ 38.1 | $ 44.2 | $ 50.5 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 216,393,000 | $ 178,685,000 | $ 216,393,000 | |
Goodwill impairment | 0 | 0 | (35,424,000) | $ 0 |
Foreign currency translation | (2,284,000) | |||
Goodwill, ending balance | 178,685,000 | 178,685,000 | 216,393,000 | |
North America | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 178,685,000 | 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 | $ 0 | 37,708,000 | |
Goodwill impairment | (35,424,000) | |||
Foreign currency translation | (2,284,000) | |||
Goodwill, ending balance | $ 0 | $ 37,708,000 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 0 | $ 0 | $ 35,424,000 | $ 0 |
Number of reporting units | reportingUnit | 2 | |||
Amortization of acquired intangible assets | $ 7,817,000 | $ 8,493,000 | $ 8,894,000 | |
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 OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 50,854 | $ 58,110 |
Accumulated Amortization | 39,450 | 40,469 |
Net Carrying Value | 11,404 | 17,641 |
Merchant relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 18,842 | 17,912 |
Accumulated Amortization | 17,944 | 14,327 |
Net Carrying Value | 898 | 3,585 |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,459 | 9,340 |
Accumulated Amortization | 8,753 | 8,382 |
Net Carrying Value | 706 | 958 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 13,235 | 13,341 |
Accumulated Amortization | 7,237 | 6,701 |
Net Carrying Value | 5,998 | 6,640 |
Other intangible assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,318 | 17,517 |
Accumulated Amortization | 5,516 | 11,059 |
Net Carrying Value | $ 3,802 | $ 6,458 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 4,419 | |
2025 | 2,900 | |
2026 | 2,028 | |
2027 | 1,350 | |
2028 | 707 | |
Thereafter | 0 | |
Net Carrying Value | $ 11,404 | $ 17,641 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investments (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Equity Securities | Minimum | Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 1% | 1% |
Equity Securities | Minimum | Fair value option investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 10% | 10% |
Equity Securities | Maximum | Other equity investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 19% | 19% |
Equity Securities | Maximum | Fair value option investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 19% | 19% |
Debt Securities | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Available for sale securities, percent ownership of voting stock | 1% | 1% |
Debt Securities | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Available for sale securities, percent ownership of voting stock | 19% | 19% |
INVESTMENTS - Schedule of Other
INVESTMENTS - Schedule of Other Equity Investment Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | $ 119,541 |
Gain (loss) from changes in fair value and foreign currency depreciation | (25,794) |
Dispositions | (18,924) |
Ending balance | $ 74,823 |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of other equity investment sold | 100% | ||||||||
Proceeds from sale of equity method investments | $ 2.6 | $ 4.2 | |||||||
Unrealized gain on investments | $ 6.4 | ||||||||
Gain on sale of equity investments | $ 2.2 | ||||||||
Available-for-sale securities | $ 0 | $ 0 | $ 0 | ||||||
Fair value of transferred investment | $ 0 | ||||||||
SumUp Holdings | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment, ownership percentage | 1.79% | 1.79% | 2.29% | ||||||
Decrease in the value of equity securities | $ 25.8 | ||||||||
Percentage of other equity investment sold | 9.40% | ||||||||
Proceeds from sale of equity method investments | $ 8.8 | ||||||||
Unrealized gain on investments | $ 89.1 | ||||||||
SumUp Holdings | Sale of Equity Method Investment, One | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment, ownership percentage | 2.08% | ||||||||
SumUp Holdings | Sale of Equity Method Investment, Two | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of other equity investment sold | 11.70% | ||||||||
Proceeds from sale of equity method investments | $ 10.2 | ||||||||
Monster LP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments, fair value | 0 | 0 | 0 | ||||||
Nearbuy | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments, fair value | $ 0 | $ 0 | $ 0 |
SUPPLEMENTAL CONSOLIDATED BAL_3
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |||
Prepaid expenses | $ 9,799 | $ 16,048 | |
Income taxes receivable | 5,349 | 6,691 | |
Deferred cloud implementation cost | 14,627 | 9,362 | |
Restricted Cash | 26,075 | 417 | $ 757 |
Other | 7,797 | 8,583 | |
Total prepaid expenses and other current assets | $ 63,647 | $ 41,101 |
SUPPLEMENTAL CONSOLIDATED BAL_4
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION- Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Deferred contract acquisition costs | $ 2,940 | $ 4,815 |
Deferred cloud implementation costs | 188 | 17,684 |
Other | 2,967 | 4,992 |
Other non-current assets | $ 6,095 | $ 27,491 |
SUPPLEMENTAL CONSOLIDATED BAL_5
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | |||
Refund reserve | $ 4,445 | $ 11,072 | |
Compensation and benefits | 10,717 | 15,005 | |
Accrued marketing | 8,771 | 19,596 | |
Restructuring-related liabilities | 1,641 | 4,782 | |
Customer credits | 26,595 | 36,220 | $ 56,558 |
Operating lease obligations | $ 7,121 | $ 37,525 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total accrued expenses and other current liabilities | Total accrued expenses and other current liabilities | |
Other | $ 42,649 | $ 47,252 | |
Total accrued expenses and other current liabilities | $ 101,939 | 171,452 | |
Accrued payroll taxes, current, CARES Act | $ 2,700 |
SUPPLEMENTAL CONSOLIDATED BAL_6
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract] | ||
Contingent income tax liabilities | $ 9,373 | $ 11,213 |
Deferred income taxes | 2,525 | 3,100 |
Other | 1,364 | 4,273 |
Total other non-current liabilities | $ 13,262 | $ 18,586 |
SUPPLEMENTAL CONSOLIDATED BAL_7
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Interest income | $ 10,264 | $ 9,533 | $ 5,116 |
Interest expense | (15,718) | (14,380) | (17,206) |
Changes in fair value of investments | (25,847) | 0 | 95,623 |
Loss on extinguishment of debt | 0 | 0 | (5,090) |
Foreign currency gains (losses), net and other | 6,127 | (19,308) | 14,237 |
Other income (expense), net | (25,174) | (24,155) | 92,680 |
Unrealized gain on investments | 6,400 | ||
Foreign currency translation adjustments reclassified into earnings | 0 | $ 0 | 32,273 |
SumUp Holdings | |||
Schedule of Equity Method Investments [Line Items] | |||
Decrease in the value of equity securities | $ 25,800 | ||
Unrealized gain on investments | $ 89,100 |
FINANCING ARRANGEMENTS - Conver
FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares | Dec. 30, 2023 $ / shares | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Share price (in usd per share) | $ 12.84 | ||
Senior Notes | 1.125% Convertible senior notes due 2026 | |||
Debt Instrument [Line Items] | |||
Debt stated interest rate | 1.125% | ||
Debt effective interest rate | 1.83% | ||
Debt convertible, conversion ratio | 0.01468 | ||
Conversion price (in usd per share) | $ 68.12 | ||
Debt issuance costs | $ | $ 7.8 | ||
Estimated fair value of convertible notes | $ | $ 141.9 | $ 133.1 | |
Senior Notes | 1.125% Convertible senior notes due 2026 | Capped call transactions | |||
Debt Instrument [Line Items] | |||
Conversion price (in usd per share) | $ 104.80 | $ 68.12 | |
Debt conversion price, premium on stock price | 100% |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Convertible Senior Notes (Details) - Senior Notes - 1.125% Convertible senior notes due 2026 - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal amount | $ 230,000 | $ 230,000 |
Less: debt discount | (3,530) | (5,077) |
Net carrying amount of liability | $ 226,470 | $ 224,923 |
FINANCING ARRANGEMENTS - Sche_2
FINANCING ARRANGEMENTS - Schedule of Interest Costs on Convertible Debt (Details) - Senior Notes - 1.125% Convertible senior notes due 2026 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Contractual interest | $ 2,588 | $ 2,588 |
Amortization of debt discount | 1,547 | 1,520 |
Total | $ 4,135 | $ 4,108 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Agreement (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 12, 2024 USD ($) | Jan. 22, 2024 USD ($) | Sep. 30, 2022 USD ($) | Jul. 30, 2020 | Jun. 30, 2023 | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | |
Subsequent Event | Rights Offering | ||||||||
Debt Instrument [Line Items] | ||||||||
Sale of stock, consideration raised | $ 80 | |||||||
2023 Fifth Amended Credit Agreement | Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds used to repayments of credit facility | $ 43.1 | |||||||
2022 Third Amended Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 225 | $ 150 | ||||||
Unused commitment fee percentage | 0.40% | 0.40% | ||||||
Interest rate term, ratio of funded indebtedness to EBITDA | 3 | |||||||
Percentage of outstanding capital stock, domestic subsidiaries | 100% | |||||||
Percentage of outstanding capital stock, first tier foreign subsidiaries | 65% | |||||||
2022 Third Amended Credit Agreement | Revolving Credit Facility | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.10% | |||||||
2022 Third Amended Credit Agreement | Revolving Credit Facility | ABR and Canadian Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | 1.25% | ||||||
2022 Third Amended Credit Agreement | Revolving Credit Facility | Fixed Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | 2.25% | ||||||
2023 Fourth Amended Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 75 | |||||||
Monthly minimum liquidity balance | 50 | |||||||
2023 Fourth Amended Credit Agreement | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 75 | |||||||
Existing Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 4.6 | |||||||
2021 Second Amended Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused commitment fee percentage | 0.25% | |||||||
2021 Second Amended Credit Agreement | Minimum | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
2021 Second Amended Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused commitment fee percentage | 0.35% | |||||||
2021 Second Amended Credit Agreement | Maximum | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2% |
FINANCING ARRANGEMENTS - Sche_3
FINANCING ARRANGEMENTS - Schedule of Outstanding Borrowings and Letters of Credit (Details) - 2022 Third Amended Credit Agreement - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Amount of borrowings | $ 42,776 | $ 75,000 |
Outstanding letters of credit | $ 25,200 | $ 24,900 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Increase in accrued expenses and other current liabilities | $ 11,600 | |||
Decrease in operating lease, liability, noncurrent | 25,600 | |||
Decrease of operating leases right-of-use assets | 9,500 | |||
Gain on early lease termination | $ 729 | 4,471 | $ 0 | |
600 West Chicago | ||||
Lessee, Lease, Description [Line Items] | ||||
Gain on early lease termination | 4,500 | |||
Option to lease early termination penalty | $ 9,600 | |||
Restructuring and related charges impairment | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, impairment | 7,700 | |||
Restructuring and related charges impairment | 600 West Chicago | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, impairment | 1,800 | |||
International | Long-lived asset impairment | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, impairment | 7,800 | |||
2020 Restructuring Plan | Restructuring and related charges impairment | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, impairment | $ 1,200 | $ 6,800 |
LEASES - Right-of-Use Assets (D
LEASES - Right-of-Use Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right-of-use assets - operating leases | $ 18,099 | $ 60,204 |
Less: accumulated depreciation and amortization | (15,902) | (48,077) |
Right-of-use assets - operating leases, net | $ 2,197 | $ 12,127 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Costs and Sublease Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Amortization of right-of-use assets | $ 0 | $ 543 | $ 3,621 |
Interest on lease liabilities | 0 | 12 | 120 |
Total finance lease cost | 0 | 555 | 3,741 |
Operating lease, cost | 10,962 | 20,880 | 25,346 |
Variable lease cost | 6,332 | 7,966 | 6,378 |
Short-term lease cost | 58 | 57 | 83 |
Sublease income, gross | (6,039) | (3,949) | (4,650) |
Total lease cost | 11,313 | 25,509 | 30,898 |
Selling, general and administrative | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, cost | 8,600 | 15,700 | 17,600 |
Variable lease cost | 3,700 | 5,600 | 4,700 |
Restructuring and related charges impairment | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, cost | 2,400 | 5,200 | 7,800 |
Variable lease cost | $ 2,600 | $ 2,400 | $ 1,700 |
LEASES - Operating Leases Futur
LEASES - Operating Leases Future Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 7,408 | |
2025 | 2,401 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 9,809 | |
Less: Amount representing interest | (306) | |
Present value of net minimum lease payments | 9,503 | |
Less: Current portion of lease obligations | (7,121) | $ (37,525) |
Total long-term lease obligations | $ 2,382 | $ 9,310 |
LEASES - Weighted-Average Remai
LEASES - Weighted-Average Remaining Lease Term and Discount Rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term under operating leases | 1 year | 1 year |
Weighted average discount rate under operating leases | 5.80% | 6.40% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Purchase Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Other Contractual Commitments [Abstract] | |
2024 | $ 9,719 |
2025 | 24,640 |
2026 | 1,990 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total purchase obligations | $ 36,349 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Jun. 13, 2023 USD ($) plaintiff | Dec. 31, 2023 USD ($) | Dec. 31, 2017 USD ($) | |
Loss Contingencies [Line Items] | |||
Indemnification liabilities | $ 2,800 | ||
Indemnification liability, maximum exposure | 11,700 | ||
Groupon Latin America | |||
Loss Contingencies [Line Items] | |||
Indemnification liability | $ 5,400 | ||
Derivative Lawsuits | |||
Loss Contingencies [Line Items] | |||
Loss contingency, number of plaintiffs | plaintiff | 4 | ||
Amount awarded to other party | $ 950 | ||
Lawsuit against Uptake in the Circuit Court of Cook County | |||
Loss Contingencies [Line Items] | |||
Payment to lawsuit settlement | $ 4,250 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Jan. 22, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Nov. 07, 2023 USD ($) | Dec. 31, 2022 $ / shares shares | May 31, 2018 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Preferred stock, capital shares reserved for future issuance (in shares) | 50,000,000 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Number of shares available for grant (in shares) | 100,500,000 | ||||
Common stock, vote per share | vote | 1 | ||||
Share repurchase program, authorized amount | $ | $ 300 | ||||
Stock repurchased during period, shares (in shares) | 0 | ||||
Share repurchase program, remaining common stock available for purchase | $ | $ 245 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Rights Offering | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Sale of stock, authorized amount | $ | $ 80 | ||||
Rights Offering | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock subscription price (in usd per share) | $ / shares | $ 11.30 | ||||
Sale of stock, consideration raised | $ | $ 80 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | ||||
Shares issued in transaction (in shares) | 7,079,646 | ||||
Rights Offering | Backstop Party | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in transaction (in shares) | 3,100,000 | ||||
Common stock, subscriptions amount (in shares) | 7,100,000 | ||||
Rights Offering | Other Stockholders | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, subscriptions amount (in shares) | 9,700,000 | ||||
Rights Offering, Basic Subscription Rights | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in transaction (in shares) | 4,574,113 | ||||
Rights Offering, Over-subscription Privileges | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in transaction (in shares) | 2,505,533 |
COMPENSATION ARRANGEMENTS - Add
COMPENSATION ARRANGEMENTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Mar. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, amount capitalized | $ 0.6 | $ 3.4 | $ 3.7 | ||
Number of shares available for grant (in shares) | 100,500,000 | ||||
Granted (in usd per share) | $ 6 | ||||
Fair value of shares vested | $ 0.8 | ||||
United States | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Defined contribution plan, employer matching contribution, percent of match | 50% | ||||
Defined contribution plan, employer matching contribution, percent of employees' eligible compensation | 6% | ||||
Defined contribution plan, vesting period | 3 years | ||||
Defined contribution plan, cost | $ 1.9 | $ 5.8 | $ 6.7 | ||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 1,000,000 | ||||
Shares issued under employee stock purchase plan (in shares) | 45,879 | 83,551 | 49,399 | ||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period, weighted average grant date fair value (in usd per shares) | $ 5.26 | $ 16.95 | $ 31.48 | ||
Fair value of restricted stock award vested | $ 8.9 | $ 15.6 | $ 48.8 | ||
Unrecognized compensation costs, amount | $ 4.4 | ||||
Unrecognized compensation costs, period for recognition | 7 months 20 days | ||||
Forfeited (in shares) | 1,363,548 | ||||
Market-based performance share units (in shares) | 745,840 | 2,876,089 | |||
Restricted stock units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Restricted stock units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Stock options issued (in shares) | 3,500,000 | ||||
Stock options issued, share price (in usd per share) | $ 0.95 | ||||
Granted (in usd per share) | $ 6 | ||||
Expiration period | 3 years | ||||
Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period, weighted average grant date fair value (in usd per shares) | $ 6.34 | ||||
Unrecognized compensation costs, amount | $ 1.2 | ||||
Unrecognized compensation costs, period for recognition | 3 months 29 days | ||||
Market-based performance share units (in shares) | 506,324 | 17,269 | |||
Market-based Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeited (in shares) | 24,335 | ||||
Expired (in shares) | 33,333 | ||||
Market-based performance share units (in shares) | 0 | 0 | 57,668 | ||
2011 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for awards (in shares) | 13,775,000 | ||||
Number of shares available for future issuance (in shares) | 2,869,211 | ||||
2011 Plan | Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs, amount | $ 2.1 | ||||
Unrecognized compensation costs, period for recognition | 1 year 3 months |
COMPENSATION ARRANGEMENTS - Sch
COMPENSATION ARRANGEMENTS - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 14,481 | $ 30,006 | $ 33,169 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 119 | 395 | 585 |
Marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 53 | 1,054 | 748 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 14,309 | $ 28,557 | $ 31,836 |
COMPENSATION ARRANGEMENTS - S_2
COMPENSATION ARRANGEMENTS - Schedule of Restricted Stock Units and Performance Share Unit Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | |||
Restricted Stock Units | |||
Beginning balance (in shares) | 2,876,089 | ||
Granted (in shares) | 601,314 | ||
Vested (in shares) | (1,368,015) | ||
Forfeited (in shares) | (1,363,548) | ||
Ending balance (in shares) | 745,840 | 2,876,089 | |
Weighted- Average Grant Date Fair Value (per share) | |||
Weighted-average grant date fair value, beginning balance (in usd per share) | $ 19.33 | ||
Weighted-average grant date fair value, granted (in usd per share) | 5.26 | $ 16.95 | $ 31.48 |
Weighted-average grant date fair value, vested (in usd per share) | 19.04 | ||
Weighted-average grant date fair value, forfeited (in usd per share) | 15.72 | ||
Weighted-average grant date fair value, ending balance (in usd per share) | $ 10.61 | $ 19.33 | |
Performance Share Units | |||
Restricted Stock Units | |||
Beginning balance (in shares) | 17,269 | ||
Granted (in shares) | 506,324 | ||
Vested (in shares) | (17,269) | ||
Ending balance (in shares) | 506,324 | 17,269 | |
Weighted- Average Grant Date Fair Value (per share) | |||
Weighted-average grant date fair value, beginning balance (in usd per share) | $ 24.13 | ||
Weighted-average grant date fair value, granted (in usd per share) | 6.34 | ||
Weighted-average grant date fair value, vested (in usd per share) | 24.13 | ||
Weighted-average grant date fair value, ending balance (in usd per share) | $ 6.34 | $ 24.13 | |
Maximum number of shares issuable (in shares) | 759,486 |
COMPENSATION ARRANGEMENTS - S_3
COMPENSATION ARRANGEMENTS - Schedule of Weighted-Average Assumptions for Stock Options (Details) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | $ 0 |
Risk-free interest rate | 4.10% |
Expected term (in years) | 2 years |
Expected volatility | 78.20% |
COMPENSATION ARRANGEMENTS - S_4
COMPENSATION ARRANGEMENTS - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Options | |
Outstanding at beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 3,500,000 |
Exercised (in shares) | shares | (437,500) |
Outstanding at ending balance (in shares) | shares | 2,187,500 |
Exercisable (in shares) | shares | 875,000 |
Weighted-Average Exercise Price | |
Outstanding at beginning balance (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 6 |
Exercised (in usd per share) | $ / shares | 6 |
Outstanding at ending balance (in usd per share) | $ / shares | 6 |
Exercisable (in dollars per share) | $ / shares | $ 6 |
Stock Options Additional Disclosures | |
Granted, weighted-average remaining contractual term (in years) | 3 years |
Outstanding, weighted-average remaining contractual term (in years) | 2 years 3 months |
Exercisable, weighted-average remaining contractual term (in years) | 2 years 3 months |
Exercisable at December 30, 2023 | $ | $ 5,985 |
Aggregate Intrinsic Value (in thousands) | |
Aggregate intrinsic value, at beginning balance | $ | 0 |
Aggregate intrinsic value, granted | $ | 0 |
Aggregate intrinsic value, exercised | $ | 0 |
Aggregate intrinsic value, at ending balance | $ | $ 14,963 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 2.7 | $ 1.6 | $ 3.5 |
Deferred contract acquisition costs | 3.9 | 5.9 | |
Amortization of deferred contract acquisition costs | 7.9 | 10.7 | 10.5 |
Variable consideration from unredeemed vouchers sold in prior periods | $ 6.1 | $ 9.1 | $ 31.4 |
REVENUE RECOGNITION - Liability
REVENUE RECOGNITION - Liability for Customer Credits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement in Customer Refundable Fees [Roll Forward] | ||
Customer credits, beginning balance | $ 36,220 | $ 56,558 |
Credits issued | 76,767 | 134,317 |
Credits redeemed | (83,902) | (128,247) |
Breakage revenue recognized | (2,597) | (25,802) |
Foreign currency translation | 107 | (606) |
Customer credits, ending balance | $ 26,595 | $ 36,220 |
Customer credit within issuance | 1 year |
REVENUE RECOGNITION - Allowance
REVENUE RECOGNITION - Allowance for Expected Credit Losses on Accounts Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit loss on accounts receivable, beginning balance | $ 4,538 | $ 7,974 |
Change in provision | (959) | (1,335) |
Write-offs | (779) | (1,618) |
Foreign currency translation | 56 | (483) |
Allowance for credit loss on accounts receivable, ending balance | $ 2,856 | $ 4,538 |
RESTRUCTURING AND RELATED CHA_3
RESTRUCTURING AND RELATED CHARGES - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 05, 2022 USD ($) employee | Apr. 30, 2020 position | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Foreign currency translation adjustments reclassified into earnings | $ 0 | $ 0 | $ (32,273) | |||
Long-lived asset impairment | 0 | 12,259 | 0 | |||
Gain on early lease termination | 729 | 4,471 | 0 | |||
Lawsuit against Uptake in the Circuit Court of Cook County | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payment to lawsuit settlement | $ 4,250 | |||||
600 West Chicago | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Gain on early lease termination | 4,500 | |||||
North America | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Long-lived asset impairment | 1,800 | 5,500 | ||||
International | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Long-lived asset impairment | $ 1,200 | 2,200 | ||||
2022 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of planned additional employee termination | employee | 1,150 | |||||
Restructuring and related charges, incurred to date | 21,400 | 21,400 | ||||
2022 Restructuring Plan | Minimum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring cost (up to) | $ 22,000 | |||||
2022 Restructuring Plan | Maximum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring cost (up to) | $ 24,100 | |||||
2020 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of planned additional employee termination | position | 1,600 | |||||
Restructuring and related charges, incurred to date | $ 105,600 | $ 105,600 | ||||
Foreign currency translation adjustments reclassified into earnings | $ 32,300 |
RESTRUCTURING AND RELATED CHA_4
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Costs by Segment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) employee | Dec. 31, 2022 USD ($) employee | Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Total Restructuring Charges (Credits) | $ 8,006 | $ 12,350 | $ 41,895 |
2022 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance and Benefit Costs (Credits) | 10,862 | 9,488 | |
Other Exit Costs | 938 | 161 | |
Total Restructuring Charges (Credits) | $ 11,800 | $ 9,649 | |
Number of positions terminated | employee | 470 | 380 | |
2022 Restructuring Plan | North America | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance and Benefit Costs (Credits) | $ 5,477 | $ 8,024 | |
Other Exit Costs | 938 | 161 | |
Total Restructuring Charges (Credits) | 6,415 | 8,185 | |
2022 Restructuring Plan | International | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance and Benefit Costs (Credits) | 5,385 | 1,464 | |
Other Exit Costs | 0 | 0 | |
Total Restructuring Charges (Credits) | 5,385 | 1,464 | |
2020 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance and Benefit Costs (Credits) | (2,788) | (94) | 28,803 |
Legal and Advisory Costs (Credits) | 19 | 247 | 2,377 |
Property, Equipment and Software Impairments | 0 | 0 | 870 |
Right-of-Use Asset Impairments and Lease-related Charges (Credits) | (1,025) | 2,548 | 9,845 |
Total Restructuring Charges (Credits) | (3,794) | 2,701 | 41,895 |
2020 Restructuring Plan | North America | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance and Benefit Costs (Credits) | 102 | 1 | 458 |
Legal and Advisory Costs (Credits) | 9 | 155 | 1,696 |
Property, Equipment and Software Impairments | 0 | 0 | 602 |
Right-of-Use Asset Impairments and Lease-related Charges (Credits) | (2,254) | 418 | 7,278 |
Total Restructuring Charges (Credits) | (2,143) | 574 | 10,034 |
2020 Restructuring Plan | International | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance and Benefit Costs (Credits) | (2,890) | (95) | 28,345 |
Legal and Advisory Costs (Credits) | 10 | 92 | 681 |
Property, Equipment and Software Impairments | 0 | 0 | 268 |
Right-of-Use Asset Impairments and Lease-related Charges (Credits) | 1,229 | 2,130 | 2,567 |
Total Restructuring Charges (Credits) | $ (1,651) | $ 2,127 | $ 31,861 |
RESTRUCTURING AND RELATED CHA_5
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2022 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 175 | $ 0 |
Charges payable in cash and changes in estimate | 11,800 | 9,649 |
Cash payments | (11,496) | (9,476) |
Foreign currency translation | 109 | 2 |
Restructuring reserve, ending balance | 588 | 175 |
2020 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 4,607 | 11,349 |
Charges payable in cash and changes in estimate | (2,769) | 153 |
Cash payments | (840) | (6,308) |
Foreign currency translation | 55 | (587) |
Restructuring reserve, ending balance | 1,053 | 4,607 |
Employee Severance and Benefit Costs | 2022 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 175 | 0 |
Charges payable in cash and changes in estimate | 10,862 | 9,488 |
Cash payments | (10,602) | (9,315) |
Foreign currency translation | 109 | 2 |
Restructuring reserve, ending balance | 544 | 175 |
Employee Severance and Benefit Costs | 2020 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 4,306 | 11,038 |
Charges payable in cash and changes in estimate | (2,788) | (94) |
Cash payments | (727) | (6,096) |
Foreign currency translation | 48 | (542) |
Restructuring reserve, ending balance | 839 | 4,306 |
Other Exit Costs | 2022 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0 | 0 |
Charges payable in cash and changes in estimate | 938 | 161 |
Cash payments | (894) | (161) |
Foreign currency translation | 0 | 0 |
Restructuring reserve, ending balance | 44 | 0 |
Other Exit Costs | 2020 Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 301 | 311 |
Charges payable in cash and changes in estimate | 19 | 247 |
Cash payments | (113) | (212) |
Foreign currency translation | 7 | (45) |
Restructuring reserve, ending balance | $ 214 | $ 301 |
INCOME TAXES - Schedule of Pret
INCOME TAXES - Schedule of Pretax Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 16,285 | $ (65,256) | $ 60,875 |
International | (59,711) | (126,714) | 27,150 |
Income (loss) before provision (benefit) for income taxes | $ (43,426) | $ (191,970) | $ 88,025 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Total current taxes | $ 7,773 | $ (6,689) | $ 1,662 |
Total deferred taxes | 1,735 | 49,099 | (33,985) |
Provision (benefit) for income taxes | 9,508 | 42,410 | (32,323) |
U.S. federal | |||
Operating Loss Carryforwards [Line Items] | |||
Total current taxes | 1,305 | 161 | 2,354 |
Total deferred taxes | 35 | 31,132 | (15,254) |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Total current taxes | 2,094 | 704 | 1,629 |
Total deferred taxes | 106 | 20,307 | (16,864) |
International | |||
Operating Loss Carryforwards [Line Items] | |||
Total current taxes | 4,374 | (7,554) | (2,321) |
Total deferred taxes | $ 1,594 | $ (2,340) | $ (1,867) |
INCOME TAXES - Differences Betw
INCOME TAXES - Differences Between Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax provision (benefit) at statutory rate | $ (9,120) | $ (40,314) | $ 18,485 |
Foreign income and losses taxed at different rates | 6,842 | 9,035 | 5,000 |
State income taxes, net of federal benefits, and state tax credits | 3,709 | 4,133 | 4,897 |
Change in valuation allowances | 87,993 | 64,328 | (50,695) |
Effect of income tax rate changes on deferred items | (104) | 443 | 815 |
Adjustments related to uncertain tax positions | (5,117) | (13,062) | 2,588 |
Non-deductible stock-based compensation expense | 1,728 | 2,191 | 2,727 |
Tax (windfalls)/shortfalls on stock-based compensation awards | 1,606 | 2,741 | (1,762) |
Federal research and development credits, net of adjustments | 0 | (812) | (396) |
Forgiveness of intercompany liabilities | (43) | 1,468 | (62) |
Tax attribute expiration | 0 | 5,519 | 0 |
Asset impairments | (82,988) | 7,213 | 0 |
Observable price change on an other equity investment | 0 | 0 | (17,955) |
Non-deductible or non-taxable items | 5,002 | (473) | 4,035 |
Provision (benefit) for income taxes | $ 9,508 | $ 42,410 | $ (32,323) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued expenses and other liabilities | $ 33,517 | $ 37,397 |
Operating lease obligation | 0 | 5,602 |
Stock-based compensation | 2,153 | 3,886 |
Net operating loss and tax credit carryforwards | 217,560 | 135,743 |
Property, equipment and software, net | 8,462 | 0 |
Intangible assets, net | 20,586 | 19,139 |
Right-of-use assets | 1,238 | 0 |
Investments | 26,350 | 20,360 |
Convertible senior notes | 3,353 | 4,638 |
Unrealized foreign currency exchange losses | 955 | 0 |
Capitalized research and development costs | 12,645 | 9,994 |
Other | 171 | 312 |
Total deferred tax assets | 326,990 | 237,071 |
Less: Valuation allowances | (296,129) | (204,462) |
Deferred tax assets, net of valuation allowance | 30,861 | 32,609 |
Deferred tax liabilities: | ||
Prepaid expenses and other assets | (11,399) | (11,983) |
Operating lease obligation | (1,417) | 0 |
Property, equipment and software, net | 0 | (1,470) |
Right-of-use assets | 0 | (679) |
Deferred revenue | (8,931) | (8,027) |
Total deferred tax liabilities | (21,747) | (22,159) |
Net deferred tax asset (liability) | 9,114 | $ 10,450 |
Tax losses recorded due to an impairment of investment in subsidiaries | $ 83,000 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance released (charge) amount | $ (51.9) | $ 57.7 | |||
Valuation allowance released, adjustment to expense | 50.3 | ||||
Valuation allowance released amount, adjustment to equity | 7.4 | ||||
Operating loss carryforwards, domestic | $ 17.9 | $ 17.9 | |||
Operating loss carryforwards, state and local | 50.8 | 50.8 | |||
Operating loss carryforwards, foreign | 907 | 907 | |||
Unrecognized tax benefits that would impact effective tax rate | 7.6 | 7.6 | 9.8 | 18.7 | |
Income tax examination, penalties and interest expense | 0.6 | 0.8 | 1 | ||
Income tax examination, penalties and interest accrued | 2 | 2 | 2.1 | ||
Income tax benefits recognized as a result of new estimates | 6.7 | $ 12.5 | $ 3.2 | ||
International | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax examination, estimate of possible loss | 76.5 | 120.7 | |||
Decrease in unrecognized tax benefits is reasonably possible | $ 5.5 | $ 5.5 | |||
International | Subsequent Event | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax examination, estimate of possible loss | $ 31.7 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 39,172 | $ 49,502 | $ 48,960 |
Increases related to prior year tax positions | 0 | 0 | 5,105 |
Decreases related to prior year tax positions | 0 | (124) | (3,138) |
Increases related to current year tax positions | 790 | 3,028 | 1,887 |
Decreases based on settlements with taxing authorities | 0 | (109) | 0 |
Decreases due to lapse of statute limitations | (6,743) | (12,410) | (2,530) |
Foreign currency translation | 380 | ||
Foreign currency translation | (715) | (782) | |
Ending Balance | $ 33,599 | $ 39,172 | $ 49,502 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Variable Interest Entity [Abstract] | |
Variable interest entity, ownership percentage | 50% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) investment | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain on investments | $ 6,400,000 | |||
Number of other equity investments sold | investment | 2 | |||
Goodwill impairment | $ 0 | $ 0 | $ 35,424,000 | $ 0 |
Long-lived asset impairment | 0 | 12,259,000 | 0 | |
SumUp Holdings | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Decrease in the value of equity securities | $ 25,800,000 | |||
Unrealized gain on investments | 89,100,000 | |||
Other equity investments | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain on investments | 89,100,000 | |||
Long-live Asset Impairment, Restructuring and Related Charges | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived asset impairment | 15,300,000 | |||
Restructuring and related charges impairment | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived asset impairment | $ 3,000,000 | |||
Operating lease, impairment | $ 7,700,000 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net Income (loss) | $ (52,934) | $ (234,380) | $ 120,348 |
Less: Net income (loss) attributable to noncontrolling interests | 2,476 | 3,229 | 1,680 |
Basic net income (loss) attributable to common stockholders | (55,410) | (237,609) | 118,668 |
Diluted net income (loss) attributable to common stockholders | (55,410) | (237,609) | 118,668 |
Plus: Interest expense from assumed conversion of convertible senior notes | 0 | 0 | 4,643 |
Net income (loss) attributable to common stockholders plus assumed conversions | $ (55,410) | $ (237,609) | $ 123,311 |
Denominator | |||
Shares used in computation of basic net income (loss) per share (in shares) | 31,243,179 | 30,166,100 | 29,365,880 |
Weighted-average effect of diluted securities: | |||
Shares used in computation of diluted net income (loss) per share (in shares) | 31,243,179 | 30,166,100 | 33,513,440 |
Net income (loss) per share: | |||
Basic (in usd per share) | $ (1.77) | $ (7.88) | $ 4.04 |
Diluted (in usd per share) | $ (1.77) | $ (7.88) | $ 3.68 |
Convertible senior notes due 2022 | |||
Weighted-average effect of diluted securities: | |||
Dilutive effect of convertible senior notes (in shares) | 0 | 0 | 858,517 |
Convertible senior notes due 2026 | |||
Weighted-average effect of diluted securities: | |||
Dilutive effect of convertible senior notes (in shares) | 0 | 0 | 2,575,184 |
Restricted stock units | |||
Weighted-average effect of diluted securities: | |||
Dilutive effect of share-based payment arrangements (in shares) | 0 | 0 | 624,794 |
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 | 0 | 89,065 |
INCOME (LOSS) PER SHARE - Sch_2
INCOME (LOSS) PER SHARE - Schedule of Weighted-Average Potentially Dilutive Instruments (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,845,238 | 9,437,588 | 3,953,542 |
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) | 1,475,683 | 2,587,585 | 500,763 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,477,793 | 0 | 0 |
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) | 138,962 | 97,203 | 0 |
Convertible senior notes due 2026 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,376,400 | 3,376,400 | 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 | 877,595 |
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 | 2,575,184 |
INCOME (LOSS) PER SHARE - Addit
INCOME (LOSS) PER SHARE - Additional Information (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Market-based Performance Share Units | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Market-based performance share units (in shares) | 0 | 0 | 57,668 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Revenue by Segment [Line Items] | |||
Revenue | $ 514,910 | $ 599,085 | $ 967,108 |
Service | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 514,910 | 599,085 | 794,795 |
Product | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 0 | 0 | 172,313 |
North America | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 379,952 | 436,269 | 607,055 |
North America | United States | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 374,000 | 428,500 | 597,600 |
North America | Service | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 379,952 | 436,269 | 606,429 |
North America | Local | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 346,962 | 390,449 | 530,468 |
North America | Goods | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 18,436 | 28,785 | 51,568 |
North America | Travel | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 14,554 | 17,035 | 24,393 |
North America | Product | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 0 | 0 | 626 |
International | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 134,958 | 162,816 | 360,053 |
International | United Kingdom | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 120,800 | ||
International | Service | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 134,958 | 162,816 | 188,366 |
International | Local | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 111,543 | 128,295 | 155,866 |
International | Goods | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 14,961 | 23,742 | 19,477 |
International | Travel | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | 8,454 | 10,779 | 13,023 |
International | Product | |||
Schedule of Revenue by Segment [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 171,687 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Cost of Revenue by Segment and Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Cost of revenue | $ 64,246 | $ 76,261 | $ 229,992 |
Service | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 64,246 | 76,261 | 82,020 |
Product | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 0 | 0 | 147,972 |
North America | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 50,959 | 62,115 | 71,392 |
North America | Service | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 50,959 | 62,115 | 70,934 |
North America | Local | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 44,199 | 52,693 | 58,192 |
North America | Goods | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 3,276 | 5,249 | 7,790 |
North America | Travel | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 3,484 | 4,173 | 4,952 |
North America | Product | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 0 | 0 | 458 |
International | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 13,287 | 14,146 | 158,600 |
International | Service | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 13,287 | 14,146 | 11,086 |
International | Local | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 9,903 | 10,647 | 8,962 |
International | Goods | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 2,305 | 2,080 | 986 |
International | Travel | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | 1,079 | 1,419 | 1,138 |
International | Product | |||
Segment Reporting Information [Line Items] | |||
Cost of revenue | $ 0 | $ 0 | $ 147,514 |
SEGMENT INFORMATION - Schedul_3
SEGMENT INFORMATION - Schedule of Contribution Profit by Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 514,910,000 | $ 599,085,000 | $ 967,108,000 | |
Cost of revenue | 64,246,000 | 76,261,000 | 229,992,000 | |
Marketing | 110,505,000 | 149,231,000 | 188,780,000 | |
Contribution profit | 340,159,000 | 373,593,000 | 548,336,000 | |
Selling, general and administrative | 350,405,000 | 481,375,000 | 511,096,000 | |
Goodwill impairment | $ 0 | 0 | 35,424,000 | 0 |
Long-lived asset impairment | 0 | 12,259,000 | 0 | |
Restructuring and related charges | 8,006,000 | 12,350,000 | 41,895,000 | |
Income (loss) from operations | (18,252,000) | (167,815,000) | (4,655,000) | |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 379,952,000 | 436,269,000 | 607,055,000 | |
Cost of revenue | 50,959,000 | 62,115,000 | 71,392,000 | |
Marketing | 73,178,000 | 103,862,000 | 138,025,000 | |
Contribution profit | 255,815,000 | 270,292,000 | 397,638,000 | |
Goodwill impairment | 0 | |||
Long-lived asset impairment | 1,800,000 | 5,500,000 | ||
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 134,958,000 | 162,816,000 | 360,053,000 | |
Cost of revenue | 13,287,000 | 14,146,000 | 158,600,000 | |
Marketing | 37,327,000 | 45,369,000 | 50,755,000 | |
Contribution profit | $ 84,344,000 | 103,301,000 | 150,698,000 | |
Goodwill impairment | 35,424,000 | |||
Long-lived asset impairment | $ 1,200,000 | $ 2,200,000 |
SEGMENT INFORMATION - Schedul_4
SEGMENT INFORMATION - Schedule of Total Assets, Tangible Property and Equipment, Depreciation and Amortization and Additions to Tangible Long-lived Assets by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 570,956 | $ 793,117 | |
Property, equipment and software, net | 30,530 | 56,731 | |
Depreciation and amortization of property, equipment and software | 43,401 | 54,170 | $ 63,925 |
Additions to tangible long-lived assets | 108 | 3,888 | 6,339 |
Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization of property, equipment and software | 51,218 | 62,663 | 72,819 |
Tangible Property and Equipment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Property, equipment and software, net | 2,164 | 8,174 | |
North America | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 465,213 | 669,336 | |
Additions to tangible long-lived assets | 24 | 1,323 | 1,777 |
North America | Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization of property, equipment and software | 40,466 | 52,077 | 63,725 |
North America | United States | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 460,200 | 661,300 | |
North America | Tangible Property and Equipment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Property, equipment and software, net | 1,037 | 5,246 | |
International | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 105,743 | 123,781 | |
Additions to tangible long-lived assets | 84 | 2,565 | 4,562 |
International | Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization of property, equipment and software | 10,752 | 10,586 | $ 9,094 |
International | Tangible Property and Equipment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Property, equipment and software, net | $ 1,127 | $ 2,928 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 12, 2024 | Jan. 22, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | Revolving Credit Facility | 2023 Fifth Amended Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Proceeds used to repayments of credit facility | $ 43.1 | |||
Subsequent Event | Rights Offering | ||||
Subsequent Event [Line Items] | ||||
Sale of stock, consideration raised | $ 80 | |||
Common stock, par value (in usd per share) | $ 0.0001 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Net increase (decrease) from foreign currency translation gains (losses) | $ 3,600 | $ (5,000) | $ (8,900) |
Tax Valuation Allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 204,462 | 145,105 | 212,143 |
Net Increase (Decrease) to Expense | 91,667 | 59,357 | (59,599) |
Acquisitions and Other | 0 | 0 | (7,439) |
Balance at End of Year | $ 296,129 | $ 204,462 | $ 145,105 |
Uncategorized Items - grpn-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |