Financial Data and Key Metrics Changes - In Q4 2023, Groupon reported global billings of $436 million, a decrease of approximately 7% year-over-year, with revenue also declining by 7% year-over-year, but showing significant improvement compared to Q3 results [26][27] - Adjusted EBITDA was $27 million, marking the third consecutive quarter of positive adjusted EBITDA, while free cash flow was positive at $51 million, benefiting from Q4 holiday strengths [27][28] - The company ended the quarter with $142 million in cash and cash equivalents, including $42.8 million drawn on the revolver, alleviating previous going concern issues [28][36] Business Line Data and Key Metrics Changes - Local billings were $363 million, down 1% year-over-year, with North America local billings flat at $257 million, while international local billings decreased by 3% [29] - Travel category billings were $28 million, down 12% year-over-year, but North America travel showed growth of 4% year-over-year, indicating progress in the transformation strategy [29] - Goods category billings were $45 million, down 36% year-over-year, and this segment is becoming a smaller part of the business, now representing only 6% of Q4 revenues [30] Market Data and Key Metrics Changes - The company has approximately 16.5 million customers worldwide, a slight decrease of 0.5 million from the prior quarter [28] - The gifting initiative saw a significant increase, with December gift orders growing 67% year-over-year, indicating a strong market opportunity for last-minute giftable experiences [15][16] Company Strategy and Development Direction - Groupon is focusing on a transformation strategy aimed at becoming a leading destination for local experiences and services, with a strong emphasis on technology and customer experience [10][21] - The company is shifting from internal improvements to delivering projects that impact customers, including a new consumer front-end and enhanced gifting offerings [10][12] - There is a strategic focus on leveraging AI to improve sales efficiency and customer support, as well as enhancing the overall customer experience [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the transformation progress, noting that while challenges remain, the financial performance is expected to improve as new features and projects are rolled out [12][21] - The company anticipates a decline in revenues in the first half of 2024, with growth expected in the second half, contingent on the successful execution of ongoing projects [36][38] - Management emphasized the importance of building a sustainable business model that can thrive in various economic conditions, focusing on providing value to both consumers and merchant partners [24][25] Other Important Information - Groupon has successfully resolved its going concern issue through a combination of asset sales and a rights offering that raised $80 million, which was significantly oversubscribed [7][36] - The company is actively evaluating the monetization of non-core assets, which could generate additional liquidity [36] Q&A Session Summary Question: Thoughts on capital allocation priorities - Management indicated a focus on making the business sustainable and achieving long-term growth and positive cash flow [40][41] Question: User engagement and growth goals - Management highlighted the importance of the next-generation website and the potential for increased engagement through new features and gifting opportunities [42][43] Question: Supply side marketplace elements - Management discussed the focus on improving the onboarding process for suppliers and enhancing the sales process to grow business with existing merchants [47][49]

Groupon 4th Quarter Earnings Agenda Dusan Senkypl Interim CEO ● CEO Commentary ● Financial Overview Jiri Ponrt ● Guidance CFO ● Q&A Rana Kashyap SVP, Corp Dev & IR ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) | --- | --- | |--------------------------------------- ...

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Financial Data and Key Metrics Changes - In Q3 2023, global billings were $419 million, a decrease of approximately 3%, showing significant improvement from a 14% decline in Q2 [30] - Revenue was $126 million, down 12% year-over-year, but improved sequentially compared to Q2 [30] - Adjusted EBITDA was $18 million, marking the second consecutive quarter of positive adjusted EBITDA generation [32] - Free cash outflow was $18 million, an improvement compared to previous quarters, but still negative [32] Business Line Data and Key Metrics Changes - Local billings reached $354 million, up 2% year-over-year, marking the first growth since the pandemic [34] - North America local billings were $260 million, up 5% year-over-year, while international local billings were $94 million, down 3% [34] - Goods billings were $36 million, down 34% year-over-year, and travel billings were $29 million, down 16% [34] Market Data and Key Metrics Changes - The company experienced a strong performance in the "Things To Do" vertical, aided by a large enterprise deal in August [34] - Health, Beauty & Wellness and Food & Drink verticals continued to face headwinds [34] Company Strategy and Development Direction - The company is transitioning from a cost-cutting mindset to a topline-first approach, focusing on product, engineering, sales, marketing, and revenue management [9] - A plan to raise approximately $100 million through an equity rights offering and non-core asset sales is in place to support the transformation [6][10] - The company aims to improve its marketplace reliability and enhance the customer experience through a new consumer front-end [15][16] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that several ambitious projects will take longer to deliver than expected, impacting financial progress [8] - The company is cautious about local billings potentially turning negative in Q4, despite earlier growth [44] - Management expects to generate positive free cash flow for the entire year of 2024, although Q1 may be negative due to seasonal factors [45] Other Important Information - Eric Lefkofsky resigned from the Board of Directors to focus on other commitments, but remains engaged as a significant shareholder [27][28] - The company is evaluating monetization of non-core assets, including stakes in SumUp and GiftCloud, which could generate additional liquidity [42] Q&A Session Summary Question: Can you discuss the cadence of growth in North America local billings throughout Q3? - Management noted that local billings were helped by strong seasonal performance and a popular deal, but they do not comment on monthly trends [48][49] Question: What constraints were faced in increasing marketing spend? - Management indicated that current platform limitations affect advertising capabilities, but improvements are expected with ongoing projects [50][51] Question: What steps are being taken to drive retention between merchants and consumers? - Management plans to offer different pricing conditions for first-time and repeat customers to enhance retention [52][54] Question: How far along is the merchant acquisition process? - Management expressed a desire for faster delivery in merchant acquisition and emphasized ongoing improvements in sales productivity [56][59]

Groupon 3rd Quarter Earnings Agenda Dušan Šenkypl Interim CEO ● CEO Commentary ● Financial Overview Jiří Ponrt ● Guidance CFO ● Q&A Rana Kashyap SVP, Corp Dev & IR ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number: 1-35335 Groupon, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0903295 (State or other jurisdict ...

Financial Data and Key Metrics Changes - In Q2 2023, the company reported revenue of $129 million, a decline of 16% year-over-year, which is an improvement from Q1's decline of 21% [7][24] - Adjusted EBITDA for Q2 was $15 million, marking a return to positive generation after a negative EBITDA in Q1 [7][24] - Free cash flow experienced an outflow of $45 million, with cash reserves ending at $118 million, including $47 million drawn on the revolver [24][30] Business Line Data and Key Metrics Changes - Local billings totaled $320 million, down 12% year-over-year, with North America contributing $232 million (down 13%) and international contributing $88 million (down 9%) [26] - Goods billings were $42 million, down 31% year-over-year, while travel billings were $32 million, down 15% year-over-year [27] Market Data and Key Metrics Changes - The company had over 17 million active customers worldwide, with 8.7 million active local customers in North America, down 3% sequentially and 17% year-over-year [26] - Active local customers in international markets totaled 4.9 million, down 2% both sequentially and year-over-year [26] Company Strategy and Development Direction - The company aims to transform into the ultimate destination for local experiences and services, focusing on rebuilding the organization, revitalizing the marketplace, and strengthening the financial foundation [5][8] - A significant transformation plan is in place, with a focus on reducing reliance on promotional spending and improving the mix between paid marketing and promotional spend [12][13] - The company is adopting AI to enhance deal creation and improve marketing efficiency, aiming to be perceived as a marketing technology platform rather than just a discount portal [16][17] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges faced but expresses confidence in the transformation plan, expecting year-over-year improvements in financial results throughout 2023 [21][32] - The company is evaluating options to enhance liquidity, including potential asset monetization and seeking additional financing [30][31] Other Important Information - SG&A expenses for Q2 were $96 million, down 22% year-over-year, reflecting the benefits of cost-saving actions [27] - The company is exploring higher investments into its sales network to improve performance and efficiency [20] Q&A Session Summary Question: Cost guidance for the second half and EBITDA expectations - Management expects positive adjusted EBITDA for the second half of the year, with a potential increase in marketing reinvestment [36][38] Question: Details on the Giftcloud business - No specific disclosures were provided regarding the Giftcloud business as it is part of a larger entity [39][40] Question: Key opportunities and structural challenges - Management sees numerous opportunities across the organization and is working on improving the value proposition for merchants [42][43]

Groupon 2nd Quarter Earnings Forward-looking statements and other information The statements contained in this presentation that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and financial position, business strategy and plans and our o ...

Part I. Financial Information [Item 1. Financial Statements and Supplementary Data](index=4&type=section&id=Item%201%2E%20Financial%20Statements%20and%20Supplementary%20Data%20%28unaudited%29) The company's financials show declining revenue and profits, a net loss, and an equity deficit, raising substantial doubt about its ability to continue as a going concern Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | $250,720 | $306,536 | -18.2% | | **Gross Profit** | $217,676 | $267,973 | -18.8% | | **Loss from Operations** | $(35,441) | $(98,659) | +64.1% | | **Net Loss** | $(40,617) | $(124,602) | +67.4% | Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $118,145 | $281,279 | | **Total Assets** | $587,234 | $793,117 | | **Total Liabilities** | $612,061 | $784,259 | | **Total Equity (Deficit)** | $(24,827) | $8,858 | Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(118,630) | $(108,356) | | **Net cash used in investing activities** | $(11,496) | $(23,695) | | **Net cash used in financing activities** | $(32,136) | $(46,304) | | **Net decrease in cash** | $(160,295) | $(183,063) | - The company has concluded that recurring cash outflows, operating losses, and a maturing credit facility raise **substantial doubt about its ability to continue as a going concern**[31](index=31&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses performance declines due to lower demand, cost-saving efforts, and the substantial doubt about the company's ability to continue as a going concern - The company's strategy is to be a trusted marketplace for local services and experiences, aiming to grow revenue by strengthening merchant relationships and enhancing the customer experience to drive purchase frequency[142](index=142&type=chunk) - A multi-phase 2022 Cost Savings Plan is underway, involving a reduction of approximately 1,000 positions globally with expected pre-tax charges of **$20.0 to $27.0 million**[144](index=144&type=chunk) - The company's maturing credit facility, along with continued cash outflows and operating losses, has raised **substantial doubt about its ability to continue as a going concern**[213](index=213&type=chunk)[214](index=214&type=chunk) Key Operating Metrics (TTM Ended June 30) | Metric | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | | **Active Customers (thousands)** | 17,488 | 21,068 | -17.0% | Key Financial Metrics (Six Months Ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | **Gross Billings** | $789,883 | $920,849 | | **Gross Profit** | $217,676 | $267,973 | | **Adjusted EBITDA** | $10,294 | $(1,232) | | **Free Cash Flow** | $(130,427) | $(130,505) | [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Both North America and International segments saw declines in key metrics, while operating expenses decreased due to lower payroll costs despite new restructuring charges - Consolidated Selling, General and Administrative (SG&A) expenses **decreased by 21.0%** for the six months ended June 30, 2023, compared to the prior year, primarily due to a decrease in payroll costs[182](index=182&type=chunk)[184](index=184&type=chunk) - Restructuring charges increased significantly in the first six months of 2023 to **$8.1 million** from $3.3 million in 2022, mainly due to severance costs from the 2022 Restructuring Plan[182](index=182&type=chunk)[185](index=185&type=chunk) North America Segment Performance (Six Months Ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Gross Billings** | $541,990 | $627,180 | -13.6% | | **Gross Profit** | $159,035 | $190,150 | -16.4% | | **Contribution Profit** | $129,285 | $142,530 | -9.3% | International Segment Performance (Six Months Ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Gross Billings** | $247,893 | $293,669 | -15.6% | | **Gross Profit** | $58,641 | $77,823 | -24.6% | | **Contribution Profit** | $41,276 | $56,655 | -27.1% | [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is strained by negative operating cash flow and a maturing, reduced credit facility, raising substantial doubt about its going concern status - In March 2023, the company amended its revolving credit agreement, **reducing total borrowing capacity to $75.0 million** from $150.0 million and repaying $27.3 million of outstanding borrowings[209](index=209&type=chunk)[211](index=211&type=chunk) - The maturing credit facility (May 2024), combined with ongoing cash outflows and operating losses, has led management to conclude there is **substantial doubt about the company's ability to continue as a going concern**[213](index=213&type=chunk) Cash Flow Summary (Six Months Ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | **Operating Activities** | $(118,630) | $(108,356) | | **Investing Activities** | $(11,496) | $(23,695) | | **Financing Activities** | $(32,136) | $(46,304) | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from foreign currency fluctuations, interest rate changes on its credit facility, and the potential impacts of inflation - The company's International segment generated approximately **26.2% of revenue** for the six months ended June 30, 2023, exposing it to foreign currency risk, primarily from the Euro and British Pound[222](index=222&type=chunk) - As of June 30, 2023, a hypothetical 10% adverse change in foreign currency exchange rates would result in a potential **$9.4 million increase to the working capital deficit**[224](index=224&type=chunk) - Interest rate risk exists due to the variable rate on the **$75.0 million revolving credit facility**, under which $46.7 million was borrowed as of June 30, 2023[225](index=225&type=chunk) - Inflation poses a risk by potentially reducing discretionary spending from both customers and merchants, and by driving up the company's operating costs[227](index=227&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of June 30, 2023, due to a previously reported and not yet fully remediated material weakness - The Interim CEO and CFO concluded that **disclosure controls and procedures were not effective** as of June 30, 2023, due to a previously-reported material weakness in internal control over financial reporting[229](index=229&type=chunk) - Management has implemented control activities to remediate the material weakness related to complex manual calculations, but the **weakness is not yet considered fully remediated** as of the end of the quarter[231](index=231&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=47&type=section&id=Item%201%2E%20Legal%20Proceedings) The company settled shareholder derivative lawsuits, with its insurance carriers covering the awarded attorneys' fees - Four shareholder derivative lawsuits were resolved through a settlement approved on June 13, 2023, with **$950,000 in attorneys' fees paid by the company's insurance carriers**[67](index=67&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A%2E%20Risk%20Factors) The company highlights significant risk from the substantial doubt about its going concern status and potential negative impacts from its cost-reduction efforts - A key risk factor is the **substantial doubt about the company's ability to continue as a going concern**, stemming from operating losses, negative cash flow, and a maturing credit facility[237](index=237&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) - The 'going concern' disclosure may adversely affect the stock price, relationships with customers, vendors, and lenders, and the ability to raise additional capital[241](index=241&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company acquired shares from employees to satisfy tax obligations related to vested stock units, with no unregistered sales of equity securities - The company acquired **268,367 shares** during the quarter, which were delivered by employees to satisfy mandatory tax withholding requirements upon the vesting of stock-based awards[245](index=245&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205%2E%20Other%20Information) No company officers or directors adopted or terminated Rule 10b5-1 trading arrangements during the second quarter of 2023 - No officers or directors adopted or terminated a Rule 10b5-1 trading arrangement during the second quarter of 2023[246](index=246&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206%2E%20Exhibits) This section lists exhibits filed with the report, including officer certifications and interactive data files