0001490281False00014902812024-05-092024-05-09

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

Date of Report (Date of earliest event reported): May 9, 2024
Commission File Number: 1-35335
Groupon, Inc.
(Exact name of registrant as specified in its charter)
Delaware27-0903295
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
35 West Wacker Drive60601
25th Floor(Zip Code)
Chicago
Illinois(773)945-6801
(Address of principal executive offices)(Registrant's telephone number, including area code)

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


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


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




Item 2.02.    Results of Operations and Financial Condition.
On May 9, 2024, Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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

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




























SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 GROUPON, INC.
Date: May 9, 2024
 
By: /s/ Jiri Ponrt
Name: Jiri Ponrt
Title: Chief Financial Officer










Groupon Reports First Quarter 2024 Results
Dusan Senkypl named permanent Chief Executive Officer
First Quarter results above the high-end of guidance
Reports consolidated revenue growth for the first time since 2016
Excluding Goods category, North America segment revenues grew 8% compared to prior year
•Global revenue of $123.1 million
•Global billings of $381.1 million
•Net loss of $11.5 million
•Adjusted EBITDA of $19.5 million
•Exited Q1 with $158.7 million in cash

CHICAGO - May 9, 2024 - Groupon, Inc. (NASDAQ: GRPN) today announced its financial results for the first quarter ended March 31, 2024. The company filed its Form 10-Q with the Securities and Exchange Commission and posted an updated presentation on its investor relations website (investor.groupon.com).
"We had a solid start to the year with our the first quarter coming above the high-end of guidance, our consolidated revenues returning to growth for the first time since 2016 and our fourth quarter in a row of positive Adjusted EBITDA,” said Dusan Senkypl, Chief Executive Officer of Groupon. "Our business is back on its feet and momentum is in the right direction, but not yet firing on all cylinders. I am confident we can restart the engines of growth and realize our mission to become the ultimate destination for local experiences and services."

First Quarter 2024 Summary
All comparisons in this press release are year-over-year unless otherwise noted.
Consolidated
•Revenue was $123.1 million in the first quarter 2024, up 1% (1% FX-neutral) compared with the prior year period. Local revenue was $111.2 million in the first quarter 2024, up 4% (4% FX-neutral) compared with the prior year period.
•Gross profit was $110.6 million in the first quarter 2024, up 6% (5% FX-neutral) compared with the prior year period.
•Marketing expense was $28.8 million, or 26% of gross profit, in the first quarter 2024, compared with $24.8 million, or 24% of gross profit, in the prior year period.
•SG&A was $74.3 million in the first quarter 2024 compared with $101.6 million in the prior year period. The decrease in SG&A was primarily due to a decrease in payroll costs.
•Net loss was $11.5 million in the first quarter 2024 compared with net loss of $28.6 million in the prior year period.
•Adjusted EBITDA, a non-GAAP financial measure, was positive $19.5 million in the first quarter 2024, compared with negative $4.9 million in the prior year period.
•Operating cash outflow for the first quarter 2024 was $10.1 million, and free cash flow, a non-GAAP financial measure, was negative $13.8 million.


•Cash and cash equivalents as of March 31, 2024 were $158.7 million.
North America
•North America revenue was $94.1 million in the first quarter 2024, up 6% compared with the prior year period. The increase is primarily due to an increase in demand for our Travel category and favorable refund rates for our Local category, partially offset by a decline in demand for our Goods and Local categories. Excluding our Goods category, North America segment revenue was $91.1 million in the first quarter 2024, up 8% compared with the prior year period.
•North America gross profit in the first quarter 2024 was $84.1 million, up 11% compared with the prior year period.
•North America active customers were 10.2 million as of March 31, 2024, down 1% sequentially and down 6% compared with the prior year period.
International
•International revenue was $29.0 million in the first quarter 2024, down 11% (12% FX-neutral) compared with the prior year period. The decrease is primarily attributable to an overall decline in demand for our Local, Goods, and Travel categories. International Local revenue was $24.8 million, down 2% (4% FX-neutral) compared with the prior year period.
•International gross profit in the first quarter 2024 was $26.4 million, down 8% (10% FX-neutral) compared with the prior year period.
•International active customers were 5.9 million as of March 31, 2024, down 5% sequentially and down 19% compared with the prior year period.
Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operating measures are included below in the section titled "Non-GAAP Financial Measures and Operating Metrics" and in the accompanying tables.
Conference Call
A conference call will be webcast Thursday, May 9, 2024 at 4:00 p.m. CT / 5:00 p.m. ET and will be available on Groupon’s investor relations website at https://investor.groupon.com. This call will contain forward-looking statements and other material information regarding our financial and operating results.
Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Groupon promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings. Groupon uses its investor relations website (investor.groupon.com) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Non-GAAP Financial Measures and Operating Metrics
In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Foreign currency exchange rate neutral operating


results, Adjusted EBITDA, non-GAAP income (loss) from operations before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders, non-GAAP income (loss) per share, non-GAAP provision (benefit) for income taxes and free cash flow. These non-GAAP financial measures, which are presented on an operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial and Operating Metrics" included in the tables accompanying this release.
We exclude the following items from one or more of our non-GAAP financial measures:
Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.
Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.
Interest and other non-operating items. Interest and other non-operating items include: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.
Special charges and credits. For the three months ended March 31, 2024 and 2023, special charges and credits included charges related to our 2020 and 2022 restructuring plans. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results.
Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:
Foreign currency exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.
Adjusted EBITDA is a non-GAAP performance measure that we define as Net income (loss) excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors


to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. However, Adjusted EBITDA is not intended to be a substitute for Net income (loss).
Non-GAAP Selling, general and administrative is a non-GAAP measure that adjusts our selling, general and administrative to exclude the impact of depreciation and amortization and stock-based compensation.
Non-GAAP income (loss) before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders and non-GAAP income (loss) per diluted share are non-GAAP performance measures that adjust our Net income attributable to common stockholders and earnings per share to exclude the impact of:
•stock-based compensation,
•amortization of acquired intangible assets,
•special charges and credits, including restructuring charges and strategic advisor costs,
•non-cash interest expense on convertible senior notes
•non-operating foreign currency gains and losses related to intercompany balances
•non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings, and
•non-operating gains and losses from sales of minority investments.
We believe that excluding the above items from our measures of non-GAAP income before provision (benefit) for income taxes, non-GAAP net income attributable to common stockholders and non-GAAP income per diluted share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.
Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income before provision (benefit) for income taxes.
Free cash flow is a non-GAAP liquidity measure that comprises Net cash provided by (used in) operating activities less purchases of property and equipment and capitalized software. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period.
Descriptions of the operating metrics included in this release and the accompanying tables are as follows:
Gross billings is the total dollar value of customer purchases of goods and services. Gross billings is presented net of customer refunds, order discounts and sales and related taxes. The substantial majority of our revenue transactions are comprised of sales of vouchers and similar


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

Note on Forward-Looking Statements
The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks


and uncertainties include, but are not limited to, our ability to execute and achieve the expected benefits of our go-forward strategy; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, tax, legal and regulatory developments in the jurisdictions in which we operate and geopolitical instability resulting from the conflicts in Ukraine and the Middle East; global economic uncertainty, including as a result of inflationary pressures; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industry; providing a strong mobile experience for our customers; managing refund risks; retaining and attracting members of our executive and management teams and other qualified employees and personnel; customer and merchant fraud; payment-related risks; our reliance on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; maintaining and improving our information technology infrastructure; reliance on cloud-based computing platforms; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; managing inventory and order fulfillment risks; claims related to product and service offerings; protecting our intellectual property; maintaining a strong brand; the impact of future and pending litigation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR, CPRA, and other privacy-related laws and regulations of the Internet and e-commerce; classification of our independent contractors, agency workers, or employees; our ability to remediate our material weakness over internal control over financial reporting; risks relating to information or content published or made available on our websites or service offerings we make available; exposure to greater than anticipated tax liabilities; adoption of tax laws; our ability to use our tax attributes; impacts if we become subject to the Bank Secrecy Act or other anti-money laundering or money transmission laws or regulations; our ability to raise capital if necessary; risks related to our access to capital and outstanding indebtedness, including our 2026 Notes; our Common Stock, including volatility in our stock price; our ability to realize the anticipated benefits from the capped call transactions relating to our 2026 Notes; and those risks and other factors discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and our other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

About Groupon
Groupon (www.groupon.com) (NASDAQ: GRPN) is a trusted local marketplace where consumers go to buy services and experiences that make life more interesting and deliver boundless value. To find out more about Groupon, please visit press.groupon.com.
Contacts:
Investor Relations    
ir@groupon.com     



Public Relations
Emma Coleman
press@groupon.com


Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(unaudited)
March 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$158,717 $141,563 
Accounts receivable, net49,469 50,373 
Prepaid expenses and other current assets63,538 63,647 
Assets held-for-sale
5,172 — 
Total current assets276,896 255,583 
Property, equipment and software, net25,793 30,530 
Right-of-use assets - operating leases, net2,696 2,197 
Goodwill178,685 178,685 
Intangible assets, net4,879 11,404 
Investments74,823 74,823 
Deferred income taxes11,445 11,639 
Other non-current assets5,309 6,095 
Total assets$580,526 $570,956 
Liabilities and equity (deficit)
Current liabilities:
Short-term borrowings$— $42,776 
Accounts payable8,892 15,016 
Accrued merchant and supplier payables191,886 209,423 
Accrued expenses and other current liabilities96,528 101,939 
Total current liabilities297,306 369,154 
Convertible senior notes, net226,862 226,470 
Operating lease obligations1,451 2,382 
Other non-current liabilities13,482 13,262 
Total liabilities539,101 611,268 
Commitment and contingencies
Stockholders' equity (deficit)
Common Stock, par value $0.0001 per share, 100,500,000 shares authorized; 49,272,332 shares issued and 38,978,215 shares outstanding at March 31, 2024; 42,147,266 shares issued and 31,853,149 shares outstanding at December 31, 2023
5 4 
Additional paid-in capital2,419,282 2,337,565 
Treasury stock, at cost, 10,294,117 shares at March 31, 2024 and December 31, 2023
(922,666)(922,666)
Accumulated deficit(1,462,158)(1,449,887)
Accumulated other comprehensive income (loss)6,705 (5,647)
Total Groupon, Inc. stockholders' equity (deficit)41,168 (40,631)
Noncontrolling interests257 319 
Total equity (deficit)41,425 (40,312)
Total liabilities and equity (deficit)$580,526 $570,956 




Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended March 31,
20242023
Revenue$123,084 $121,611 
Cost of revenue12,527 16,900 
Gross profit110,557 104,711 
Operating expenses:
Marketing28,809 24,848 
Selling, general and administrative74,282 101,634 
Restructuring and related charges96 8,794 
Total operating expenses103,187 135,276 
Income (loss) from operations7,370 (30,565)
Other income (expense), net(12,682)3,070 
Income (loss) before provision (benefit) for income taxes(5,312)(27,495)
Provision (benefit) for income taxes6,194 1,118 
Net income (loss)(11,506)(28,613)
Net (income) loss attributable to noncontrolling interests(765)(534)
Net income (loss) attributable to Groupon, Inc.$(12,271)$(29,147)
Basic and diluted net income (loss) per share:$(0.33)$(0.95)
Basic and diluted weighted average number of shares outstanding:37,709,971 30,676,145 




Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited) 
 Three Months Ended March 31,
 20242023
Operating activities
Net income (loss)$(11,506)$(28,613)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and software8,071 12,387 
Amortization of acquired intangible assets1,606 2,118 
Stock-based compensation2,374 2,363 
Foreign currency (gains) losses, net9,797 (4,087)
Change in assets and liabilities:
Accounts receivable515 8,319 
Prepaid expenses and other current assets3,564 3,493 
Right-of-use assets - operating leases750 4,008 
Accounts payable(6,087)(32,073)
Accrued merchant and supplier payables(16,082)(29,467)
Accrued expenses and other current liabilities(2,298)782 
Operating lease obligations(2,489)(8,239)
Payment for early lease termination(1,832)(9,601)
Other, net3,506 2,290 
Net cash provided by (used in) operating activities(10,111)(76,320)
Investing activities
Purchases of property and equipment and capitalized software(3,709)(9,544)
Proceeds from sale of assets116 1,088 
Acquisitions of intangible assets and other investing activities(338)(557)
Net cash provided by (used in) investing activities(3,931)(9,013)
Financing activities
Payments of borrowings under revolving credit agreement(42,776)(27,300)
Proceeds from Rights Offering, net of issuance costs
79,619 — 
Other financing activities(1,502)(1,897)
Net cash provided by (used in) financing activities35,341 (29,197)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(494)(148)
Net increase (decrease) in cash, cash equivalents and restricted cash20,805 (114,678)
Cash, cash equivalents and restricted cash, beginning of period (1)
167,638 281,696 
Cash, cash equivalents and restricted cash, end of period (1)
$188,443 $167,018 

(1)The following table provides a reconciliation of Cash, cash equivalents and restricted cash shown above to amounts reported within the Condensed Consolidated Balance Sheets as of March 31, 2024, December 31, 2023, March 31, 2023 and December 31, 2022 (in thousands)
March 31, 2024December 31, 2023March 31, 2023December 31, 2022
Cash and cash equivalents$158,717 $141,563 $163,757 $281,279 
Restricted cash included in prepaid expenses and other current assets29,726 26,075 3,261 417 
Cash, cash equivalents and restricted cash$188,443 $167,638 $167,018 $281,696 


Groupon, Inc.
Supplemental Financial and Operating Metrics
(dollars and units in thousands; TTM active customers in millions)
(unaudited)
Q1 2023Q2 2023Q3 2023Q4 2023Q1 2024
North America Segment:Q1 2024
Gross billings (1):
Y/Y Growth
Local$221,746 $231,950 $260,425 $257,192 $231,053 4.2%
Travel 20,649 21,630 19,811 18,856 26,911 30.3
Goods23,759 22,256 18,749 24,223 14,968 (37.0)
Total gross billings$266,154 $275,836 $298,985 $300,271 $272,932 2.5%
Revenue:
Local $81,379 $85,475 $88,558 $91,550 $86,460 6.2%
Travel 2,815 5,579 2,577 3,583 4,596 63.3
Goods5,065 4,780 3,801 4,790 3,078 (39.2)
Total revenue$89,259 $95,834 $94,936 $99,923 $94,134 5.5%
Gross profit:
Local$69,992 $74,463 $77,588 $80,720 $77,826 11.2%
Travel1,830 4,647 1,763 2,830 3,640 98.9
Goods4,120 3,983 3,123 3,934 2,662 (35.4)
Total gross profit$75,942 $83,093 $82,474 $87,484 $84,128 10.8%
Contribution profit (2)
$60,639 $68,646 $63,484 $63,046 $62,346 2.8%
International Segment:Q1 2024
Gross billings:Y/Y Growth
FX Effect
Y/Y Growth excluding
FX (3)
Local$93,800 $87,688 $93,645 $105,664 $85,033 (9.3)(2.1)(11.4)%
Travel14,215 9,934 9,294 9,510 8,700 (38.8)(0.5)(39.3)
Goods22,256 20,000 16,923 20,883 14,481 (34.9)(0.8)(35.7)
Total gross billings$130,271 $117,622 $119,862 $136,057 $108,214 (16.9)(1.7)(18.6)%
Revenue:
Local$25,265 $27,374 $26,900 $32,004 $24,750 (2.0)(2.2)(4.2)%
Travel2,841 2,172 1,584 1,857 1,755 (38.2)(0.4)(38.6)
Goods4,246 3,729 3,054 3,932 2,445 (42.4)(0.7)(43.1)
Total revenue$32,352 $33,275 $31,538 $37,793 $28,950 (10.5)(1.9)(12.4)%
Gross profit:
Local$22,642 $24,959 $24,367 $29,672 $22,832 0.8(2.3)(1.5)%
Travel2,469 1,916 1,346 1,644 1,559 (36.9)(0.3)(37.2)
Goods3,658 2,997 2,491 3,510 2,038 (44.3)(0.6)(44.9)
Total gross profit$28,769 $29,872 $28,204 $34,826 $26,429 (8.1)(2.0)(10.1)%
Contribution profit $19,224 $22,052 $18,296 $24,772 $19,402 0.9%
Consolidated Results of Operations:
Gross billings:
Local$315,546 $319,638 $354,070 $362,856 $316,086 0.2(0.7)(0.5)%
Travel34,864 31,564 29,105 28,366 35,611 2.1(0.1)2.0
Goods46,015 42,256 35,672 45,106 29,449 (36.0)(0.4)(36.4)
Total gross billings$396,425 $393,458 $418,847 $436,328 $381,146 (3.9)(0.5)(4.4)%
Revenue:
Local$106,644 $112,849 $115,458 $123,554 $111,210 4.3(0.5)3.8%
Travel5,656 7,751 4,161 5,440 6,351 12.3(0.2)12.1
Goods9,311 8,509 6,855 8,722 5,523 (40.7)(0.3)(41.0)
  Total revenue$121,611 $129,109 $126,474 $137,716 $123,084 1.2(0.5)0.7%
Gross profit:
Local$92,634 $99,422 $101,955 $110,392 $100,658 8.7(0.6)8.1%
Travel4,299 6,563 3,109 4,474 5,199 20.9(0.2)20.7
Goods7,778 6,980 5,614 7,444 4,700 (39.6)(0.3)(39.9)
Total gross profit$104,711 $112,965 $110,678 $122,310 $110,557 5.6(0.5)5.1%
Contribution profit$79,863 $90,698 $81,780 $87,818 $81,748 2.4%
Net cash provided by (used in) operating activities$(76,320)$(42,310)$(13,855)$54,500 $(10,111)86.8%
Free cash flow$(85,864)$(44,563)$(17,975)$51,132 $(13,820)83.9%


Q1 2023Q2 2023Q3 2023Q4 2023Q1 2024
Active customers: (4)
North America10.910.610.410.310.2 
International7.36.96.66.25.9 
Total active customers18.217.517.016.516.1 
North America Units:
Local5,142 5,083 5,426 5,832 5,102 
Goods933 807 706 966 574 
Travel86 84 79 85 108 
Total North America units6,161 5,974 6,211 6,883 5,784 
International Units:
Local3,328 2,862 3,306 3,536 2,888 
Goods886 746 550 684 404 
Travel84 53 49 55 49 
Total International units4,298 3,661 3,905 4,275 3,341 
Consolidated Units:
Local8,470 7,945 8,732 9,368 7,990 
Goods1,819 1,553 1,256 1,650 978 
Travel170 137 128 140 157 
Total consolidated units10,459 9,635 10,116 11,158 9,125 
Headcount:
Sales (5)
746 706 659 655 628 
Other2,032 1,945 1,763 1,558 1,430 
Total headcount2,778 2,651 2,422 2,213 2,058 
    
(1)Represents the total dollar value of customer purchases of goods and services.
(2)Represents gross profit less marketing expense.
(3)Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.
(4)Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.
(5)Includes merchant sales representatives, as well as sales support personnel.




















Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)
    The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Net income (loss):
Q1 2023Q2 2023Q3 2023Q4 2023Q1 2024
Net income (loss)$(28,613)$(12,004)$(40,806)$28,489 $(11,506)
Adjustments:
Stock-based compensation2,363 7,519 3,889 710 2,374 
Depreciation and amortization14,505 13,243 12,568 10,902 9,677 
Restructuring and related charges (1)
8,794 (689)2,228 (2,327)96 
Other (income) expense, net (2)
(3,070)4,805 39,525 (16,086)12,682 
Provision (benefit) for income taxes1,118 2,323 817 5,250 6,194 
Total adjustments23,710 27,201 59,027 (1,551)31,023 
Adjusted EBITDA$(4,903)$15,197 $18,221 $26,938 $19,517 
(1)Includes a settlement of $4.25 million related to Uptake for the three months ended December 31, 2023
(2)Includes a $25.8 million remeasurement of our investment in SumUp during the three months ended September 30, 2023.





    The following is a reconciliation of Non-GAAP net income (loss) attributable to common stockholders to Net income (loss) attributable to common stockholders and a reconciliation of Non-GAAP net income (loss) per share to Diluted net income (loss) per share for the three months ended March 31, 2024 and 2023.
Three Months Ended March 31,
20242023
Net income (loss) attributable to common stockholders$(12,271)$(29,147)
Less: Net income (loss) attributable to noncontrolling interest(765)(534)
Net income (loss)(11,506)(28,613)
Less: Provision (benefit) for income taxes6,194 1,118 
Income (loss) before provision (benefit) for income taxes(5,312)(27,495)
Stock-based compensation2,374 2,363 
Amortization of acquired intangible assets1,606 2,118 
Restructuring and related charges96 8,794 
Intercompany foreign currency losses (gains), foreign currency translation adjustments reclassified into earnings and other11,871 (4,532)
Non-cash interest expense on convertible senior notes391 384 
Non-GAAP income (loss) before provision (benefit) for income taxes11,026 (18,368)
Less: Non-GAAP provision (benefit) for income taxes7,859 977 
Non-GAAP net income (loss)3,167 (19,345)
Net (income) loss attributable to noncontrolling interest(765)(534)
Non-GAAP net income (loss) attributable to common stockholders$2,402 $(19,879)
Weighted-average shares of Common Stock - diluted
37,709,971 30,676,145 
Impact of dilutive securities2,683,945 — 
Weighted-average shares of Common Stock - non-GAAP
40,393,916 30,676,145 
Diluted net income (loss) per share$(0.33)$(0.95)
Impact of non-GAAP adjustments and related tax effects0.39 0.30 
Non-GAAP diluted net income (loss) per share$0.06 $(0.65)

Free cash flow is a non-GAAP liquidity measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP liquidity measure, Net cash provided by (used in) operating activities.
Q1 2023Q2 2023Q3 2023Q4 2023Q1 2024
Net cash provided by (used in) operating activities$(76,320)$(42,310)$(13,855)$54,500 $(10,111)
Purchases of property and equipment and capitalized software (9,544)(2,253)(4,120)(3,368)(3,709)
Free cash flow$(85,864)$(44,563)$(17,975)$51,132 $(13,820)
Net cash provided by (used in) investing activities$(9,013)$(2,483)$(5,469)$15,568 $(3,931)
Net cash provided by (used in) financing activities$(29,197)$(2,939)$1,183 $(4,737)$35,341 



v3.24.1.u1
Cover
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity File Number 1-35335
Entity Registrant Name Groupon, Inc.
Entity Tax Identification Number 27-0903295
Entity Incorporation, State or Country Code DE
Entity Address, Postal Zip Code 60601
Entity Address, Address Line One 35 West Wacker Drive
Entity Address, Address Line Two 25th Floor
Entity Address, City or Town Chicago
City Area Code (773)
Entity Address, State or Province IL
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol GRPN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001490281
Amendment Flag false
Extension 945-6801
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