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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 March 31, 2024
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)
Delaware27-0903295
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
35 West Wacker Drive
60601
25th Floor
(Zip Code)
Chicago
Illinois
(773)
945-6801
(Address of principal executive offices)(Registrant's telephone number, including area code)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes           No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).        
Yes          No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer                             Accelerated filer         
Non-accelerated filer                             Smaller reporting company
                                     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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes         No   
As of May 6, 2024, there were 39,540,752 shares of the registrant's common stock outstanding.



TABLE OF CONTENTS
PART I. Financial InformationPage
PART II. Other Information









2



GLOSSARY OF DEFINED TERMS AND ABBREVIATIONS
Groupon, Inc. (the "Company." "we," "our," "us," and similar terms include Groupon, Inc. and it subsidiaries, unless the context indicates otherwise. The Company also uses several other terms in this Quarterly Report on Form 10-Q, which are defined in the list below (the "Glossary"):

AbbreviationDescription
2011 Plan
The Company’s 2011 Incentive Stock Plan, as amended
2020 Restructuring Plan
April 2020 Board approved multi-phase restructuring plan
2022 Cost Savings Plan
August 2022 Board approved multi-phase cost savings plan
2022 Restructuring Plan
August 2022 Board approved restructuring plan, included within the 2022 Cost Savings Plan
2026 Notes
The Company’s 1.125% convertible senior notes due May 2026
600 West ChicagoThe Company’s previously leased headquarters located in Chicago, Illinois
Assessment
Claims for tax assessments by foreign jurisdictions, inclusive of estimated incremental interest from the original assessment.
ASUAccounting Standards Update
Backstop PartyPale Fire Capital SICAV a.s.
Bank Secrecy ActBank Secrecy Act of 1970
BoardThe Company’s Board of Directors
CARD ActCredit Card Accountability Responsibility and Disclosure Act of 2009
Cash Collateral Agreement
Agreement dated March 2, 2023 with JPMorgan Chase Bank, N.A.
Common Stock
Company common stock, par value $0.00001 per share
Compensation Committee
Compensation Committee of the Board
CPRACalifornia Privacy Rights Act
Credit Agreement
Second amended and restated credit agreement JPMorgan Chase Bank, N.A., dated May 14, 2019, as amended from time to time and as terminated as of February 12, 2024
EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortization
ESPP
The Company’s 2012 Employee Stock Purchase Plan
Exchange Act
Securities Exchange Act of 1934, as amended
Expiration Date
January 17, 2024, 5:00 p.m., New York City time, representing the date the subscription period for the Rights Offering expired
FASBFinancial Accounting Standards Board
GAAP
U.S. Generally Accepted Accounting Principles
GDPR
General Data Protection Regulation
Payoff AmountPayment of $43.1 million to terminate all commitments to extend further credit under the Credit Agreement
PSU
Performance Share Units
RSU
Restricted Stock Units
Rights Offering
Board approved $80 million fully backstopped rights offering to the Company's stockholders that commenced on November 20, 2023
Quarterly Report
Quarterly Report on Form 10-Q for the period ended March 31, 2024
SECSecurities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
SG&ASelling, general and administrative
SumUp
SumUp Holdings S.a.r.l, a privately-held mobile payments company
TTMTrailing twelve months
Uptake
Uptake, Inc.
3



PART I. FINANCIAL INFORMATION
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains 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 this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as well as in our Condensed Consolidated Financial Statements, related notes, and the other financial information appearing elsewhere in this report 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.

4


ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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 assets 63,538 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 
Commitments and contingencies (see Note 6)
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 

See Notes to Condensed Consolidated Financial Statements.
5

GROUPON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(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)$(0.95)
Basic and diluted weighted average number of shares outstanding:37,709,971 30,676,145 
Comprehensive income (loss):
Net income (loss)$(11,506)$(28,613)
Other comprehensive income (loss):
Net change in unrealized gain (loss) on foreign currency translation adjustments12,352 (5,848)
Comprehensive income (loss)846 (34,461)
Comprehensive (income) loss attributable to noncontrolling interest(765)(534)
Comprehensive income (loss) attributable to Groupon, Inc. $81 $(34,995)

See Notes to Condensed Consolidated Financial Statements.
6

GROUPON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands, except share amounts)
(unaudited)

Groupon, Inc. Stockholders' Equity (Deficit)
 Common StockAdditional Paid-In CapitalTreasury StockAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Groupon, Inc. Stockholders' Equity (Deficit)Non-controlling InterestsTotal Equity (Deficit)
SharesAmountSharesAmount
Balance at December 31, 202342,147,266 $4 $2,337,565 (10,294,117)$(922,666)$(1,449,887)$(5,647)$(40,631)$319 $(40,312)
Comprehensive income (loss)— — — — — (12,271)12,352 81 765 846 
Rights Offering, net of issuance costs
7,079,646 1 79,618 — — — — 79,619 — 79,619 
Vesting of RSUs
55,162 — — — — — — — — — 
Shares issued under employee stock purchase plan5,388 — 28 — — — — 28 — 28 
Tax withholdings related to net share settlements of stock-based compensation awards(15,130)— (356)— — — — (356)— (356)
Stock-based compensation on equity-classified awards— — 2,427 — — — — 2,427 — 2,427 
Distributions to noncontrolling interest holders— — — — — — — — (827)(827)
Balance at March 31, 202449,272,332 $5 $2,419,282 (10,294,117)$(922,666)$(1,462,158)$6,705 $41,168 $257 $41,425 

Groupon, Inc. Stockholders' Equity (Deficit)
Common Stock Additional Paid-In CapitalTreasury StockAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Groupon, Inc. Stockholders' Equity (Deficit)Non-controlling InterestsTotal Equity (Deficit)
SharesAmountSharesAmount
Balance at December 31, 202240,786,996 $4 $2,322,672 (10,294,117)$(922,666)$(1,394,477)$2,942 $8,475 $383 $8,858 
Comprehensive income (loss)— — — — — (29,147)(5,848)(34,995)534 (34,461)
Vesting of RSUs and PSUs
420,471 — — — — — — — — — 
Shares issued under employee stock purchase plan33,803 — 246 — — — — 246 — 246 
Tax withholdings related to net share settlements of stock-based compensation awards(140,819)— (1,031)— — — — (1,031)— (1,031)
Stock-based compensation on equity-classified awards— — 2,547 — — — — 2,547 — 2,547 
Distributions to noncontrolling interest holders— — — — — — — — (637)(637)
Balance at March 31, 202341,100,451 $4 $2,324,434 (10,294,117)$(922,666)$(1,423,624)$(2,906)$(24,758)$280 $(24,478)
See Notes to Condensed Consolidated Financial Statements.
7

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 assets
116 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 
        
Three Months Ended March 31,
20242023
Supplemental disclosure of cash flow information:
Cash paid for interest$1,719 $2,578 
Income tax payments1,144 1,526 
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software117 (4,552)
Supplemental cash flow information on our leasing obligations
Cash paid for amounts included in the measurement of operating lease liabilities$2,400 $18,145 
Right-of-use assets obtained in exchange for operating lease liabilities1,264  

8

GROUPON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
(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 
See Notes to Condensed Consolidated Financial Statements.
9

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Company Information
Groupon, Inc. and its subsidiaries, which commenced operations in October 2008, is a global scaled two-sided marketplace that connects consumers to merchants by offering goods and services, generally at a discount. Consumers access those marketplaces through our mobile applications and our websites.
Our operations are organized into two segments: North America and International. See Note 13, Segment Information, for more information.
Unaudited Interim Financial Information
We have prepared the accompanying Condensed Consolidated Financial Statements pursuant to the rules and regulations of the SEC for interim financial reporting. These Condensed Consolidated Financial Statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss), Cash Flows and Stockholders' Equity (Deficit) for the periods presented. These Condensed Consolidated Financial Statements and notes should be read in conjunction with the audited Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates.
Reclassifications
Certain reclassifications have been made to the Condensed Consolidated Financial Statements of prior periods to conform to the current period presentation.
Adoption of New Accounting Standards
There were no new accounting standards adopted during the three months ended March 31, 2024.
Recently Issued Accounting Standards
In November 2023, the FASB issued 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
10


GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
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. This ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the effect this guidance may have on our disclosures.
NOTE 2. GOODWILL AND LONG-LIVED ASSETS
Goodwill
As of March 31, 2024 and December 31, 2023, the balance of our goodwill was $178.7 million. There was no goodwill activity during the three months ended March 31, 2024. All goodwill is within our North America segment.

Long-Lived Assets
In March 2024, we entered into an agreement with a third party to sell the rights to certain intangible assets in exchange for cash consideration of $10.0 million, subject to license-back provisions that permit continued use of the assets in the ordinary course of our business. The sale was completed in April 2024. The assets are within our North America segment and are classified as held-for-sale as of March 31, 2024 on the Condensed Consolidated Balance Sheets.

The following table summarizes intangible assets as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
Merchant relationships$18,683 $18,460 $223 $18,842 $17,944 $898 
Trade names9,438 8,814 624 9,459 8,753 706 
Patents (1)
1,250 820 430 13,235 7,237 5,998 
Other intangible assets9,314 5,712 3,602 9,318 5,516 3,802 
Total$38,685 $33,806 $4,879 $50,854 $39,450 $11,404 
(1) The change in the net carrying value is primarily due to certain intangible assets being classified as held-for-sale.
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 $1.6 million and $2.1 million for the three months ended March 31, 2024 and 2023. As of March 31, 2024, estimated future amortization expense related to intangible assets is as follows (in thousands):

Remaining amounts in 2024$1,235 
20251,253 
2026975 
2027816 
2028600 
Thereafter 
Total$4,879 
NOTE 3. INVESTMENTS
As of March 31, 2024 and December 31, 2023, our carrying value in other equity investments was $74.8 million, which relates to our non-controlling equity interest in SumUp and our available-for-sale securities and fair
11

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
value option investments had a carrying value of zero. There were no changes in fair value of our investments for the three months ended March 31, 2024.
The following table summarizes our percentage ownership in our investments as of the dates noted below:
March 31, 2024 and December 31, 2023
Other equity investments 1%to19%
Available-for-sale securities 1%to19%
Fair value option investments10%to19%
NOTE 4. SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION
The following table summarizes Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Prepaid expenses$15,327 $9,799 
Income taxes receivable4,964 5,349 
Deferred cloud implementation costs, net
7,769 14,627 
Restricted cash (1)
29,726 26,075 
Other5,752 7,797 
Total prepaid expenses and other current assets$63,538 $63,647 
(1) Primarily consists of cash collateral related to our letters of credit. See Note 5, Financing Arrangements for additional information.
The following table summarizes Other non-current assets as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Deferred contract acquisition costs, net
$2,793 $2,940 
Other2,516 3,155 
Total other non-current assets$5,309 $6,095 
12

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following table summarizes Accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Refund reserve$4,932 $4,445 
Compensation and benefits12,091 10,717 
Accrued marketing6,802 8,771 
Customer credits25,462 26,595 
Operating lease obligations
4,781 7,121 
Other
42,460 44,290 
Total accrued expenses and other current liabilities$96,528 $101,939 
The following table summarizes Other non-current liabilities as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Contingent income tax liabilities$9,612 $9,373 
Deferred income taxes2,504 2,525 
Other1,366 1,364 
Total other non-current liabilities$13,482 $13,262 
The following table summarizes Other income (expense), net for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
Interest income$1,042 $4,471 
Interest expense(2,009)(5,621)
Foreign currency gains (losses), net and other(11,715)4,220 
Total other income (expense), net
$(12,682)$3,070 
NOTE 5. 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.
The carrying amount of the 2026 Notes consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Principal amount$230,000 $230,000 
Less: debt discount(3,138)(3,530)
Net carrying amount of liability$226,862 $226,470 
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 March 31, 2024 and December 31, 2023 was $181.3 million and $141.9 million and was determined using a lattice model.
During the three months ended March 31, 2024 and 2023, we recognized interest costs on the 2026 Notes as follows (in thousands):
Three Months Ended March 31,
20242023
Contractual interest$730 $647 
Amortization of debt discount391 384 
Total $1,121 $1,031 
Capped Call Transactions
In connection with the 2026 Notes, we entered into privately-negotiated capped call transactions. 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.
Revolving Credit Agreement
In February 2024, we prepaid $43.1 million to terminate all commitments to access further credit under the Credit Agreement using a portion of the $80.0 million in proceeds received from the Rights Offering. The Payoff Amount included $42.8 million in principal, $0.1 million in interest and $0.2 million in fees. 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, pursuant to our pre-existing Cash Collateral Agreement.
Amounts committed to letters of credit and outstanding borrowings under the Credit Agreement as of March 31, 2024 and December 31, 2023 were as follows (in thousands):
March 31, 2024December 31, 2023
Letters of credit (1)
$25,102 $25,200 
Borrowings
 42,776 

(1) Pursuant to the Cash Collateral Agreement, cash collateral is required for all letters of credit and treated as restricted cash on the Condensed Consolidated Balance Sheets. See Note 4, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information, for additional information.
13

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
NOTE 6. COMMITMENTS AND CONTINGENCIES
Our contractual obligations and commitments as of March 31, 2024 and through the date of this report, did not materially change from the amounts set forth in our 2023 Annual Report on Form 10-K.
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.
A Groupon subsidiary in Italy is presently litigating a tax dispute with the Italian tax authorities relating to a $119.3 million assessment. The subsidiary has lodged a second-level appeal and also has the ability to challenge the assessment in an international Mutual Agreement Proceeding if it does not prevail in the Italian courts. A hearing on the second-level appeal is scheduled for July 9, 2024. The company continues to believe that the assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit. The subsidiary continues to vigorously defend itself in this matter and believes it will prevail on the merits of the case. Refer to Note 10, Income Taxes for additional information.
In June 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
14

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
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 March 31, 2024. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of March 31, 2024 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.
15

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
NOTE 7. STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS
Groupon, Inc. Incentive Plan
In August 2011, we established the 2011 Plan under which options, RSUs and PSUs for up to 13,775,000 shares of Common Stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee. As of March 31, 2024, 2,881,548 shares of common stock were available for future issuance under the 2011 Plan.
Restricted Stock Units
The RSUs generally have vesting periods between one and four years and are amortized on a straight-line basis over their requisite service period.
The table below summarizes RSU activity for the three months ended March 31, 2024:
RSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2023745,840 $10.61 
Granted31,075 16.54 
Vested(55,162)10.47 
Forfeited(20,859)20.95 
Unvested at March 31, 2024700,894 $10.58 
As of March 31, 2024, $3.3 million of unrecognized compensation costs related to unvested RSUs are expected to be recognized over a remaining weighted-average period of 0.54 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 yield0.0 %
Risk-free interest rate4.1 %
Expected term (in years)2
Expected volatility78.2 %

16

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The table below summarizes stock option activity for the three months ended March 31, 2024:
OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20232,187,500 $6.00 2.2514,963 
Exercised  — — 
Outstanding at March 31, 20241,750,000 6.00 2.0012,845 
Exercisable at March 31, 20241,312,500 $6.00 2.00$9,634 
As of March 31, 2024, there was $1.7 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 1.00 year. The total fair value of shares vested during the three months ended March 31, 2024 was $0.4 million.
Performance Share Units
We have previously granted PSUs that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement. Our existing PSUs are subject to continued service through the period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. Based on our financial and operational results for the year ended December 31, 2023, 422,363 shares became issuable upon vesting of PSUs following the Compensation Committee's certification in April 2024.
The table below summarizes PSU activity for the three months ended March 31, 2024:
PSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2023506,324 $6.34 
Granted  
Vested  
Forfeited(7,423)5.91 
Unvested at March 31, 2024498,901 $6.35 
As of March 31, 2024, $0.3 million of unrecognized compensation costs related to unvested PSUs are expected to be recognized over a remaining weighted-average period of 0.08 years.
Rights Offering
In November 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.

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 Expiration Date for the subscription period for the Rights Offering ended on January 17, 2024.
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, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock, par value $0.0001 per share.

17

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
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, less issuance costs incurred. As detailed below, the Rights Offering was oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges, 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.
NOTE 8. REVENUE RECOGNITION
Refer to Note 13, Segment Information, for revenue summarized by reportable segment and category for the three months ended March 31, 2024 and 2023.
Customer Credits
We issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds and, to a lesser extent, for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the three months ended March 31, 2024 (in thousands):
Customer Credits
Balance as of December 31, 2023$26,595 
Credits issued15,728 
Credits redeemed (1)
(15,910)
Breakage revenue recognized(885)
Foreign currency translation(66)
Balance as of March 31, 2024$25,462 
(1)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.
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. Deferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the Condensed Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, deferred contract acquisition costs were $3.7 million and $3.9 million.
The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. We amortized $1.5 million and $2.3 million of deferred contract acquisition costs for the three months ended March 31, 2024 and 2023.
Allowance for Expected Credit Losses on Accounts Receivable
Accounts receivable primarily represents the net cash due from credit card and other payment processors and from merchants and performance marketing networks for commissions earned on consumer purchases. 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,
18

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses.
The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the three months ended March 31, 2024 (in thousands):
Allowance for Expected Credit Losses
Balance as of December 31, 2023$2,856 
Change in provision(56)
Write-offs(83)
Foreign currency translation(15)
Balance as of March 31, 2024$2,702 
Variable Consideration for Unredeemed Vouchers
For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. We estimate the variable consideration from vouchers that will not ultimately be redeemed using our historical voucher redemption experience and recognize that amount as revenue at the time of sale. We apply a constraint to ensure it is probable that a significant reversal of revenue will not occur in future periods. We recognized variable consideration from unredeemed vouchers that were sold in a prior period of $4.1 million for the three months ended March 31, 2024 and an immaterial amount for the three months ended March 31, 2023. When actual redemptions differ from our estimates, the effects could be material to the Condensed Consolidated Financial Statements.
NOTE 9. 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 Condensed Consolidated Statements of Operations. The restructuring activities are summarized by plan in the sections below.
2022 Restructuring Plan
In August 2022, we initiated the 2022 Cost Savings Plan, 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 included the 2022 Restructuring Plan, approved by our Board in August 2022. 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 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 have been 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 pre-tax charges of $21.2 million since the inception of the 2022 Restructuring Plan.
19

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31, 2024
Employee Severance and Benefit Costs (Credits) (1)
Other Exit CostsTotal Restructuring Charges (Credits)
North America$55 $1 $56 
International(227) (227)
Consolidated$(172)$1 $(171)
(1)The employee severance and benefits costs for the three months ended March 31, 2024 are related to the termination of approximately 5 employees.
Three Months Ended March 31, 2023
Employee Severance and Benefit Costs (Credits) (1)
Other Exit CostsTotal Restructuring Charges (Credits)
North America$4,440 $808 $5,248 
International3,733  3,733 
Consolidated$8,173 $808 $8,981 
(1)The employee severance and benefits costs for the three months ended March 31, 2023 are related to the termination of approximately 330 employees.
The following table summarizes restructuring liability activity for the 2022 Restructuring Plan (in thousands):
Employee Severance and Benefit CostsOther Exit CostsTotal
Balance as of December 31, 2023
$544 $44 $588 
Charges payable in cash and changes in estimate (1)
(172)1 (171)
Cash payments(164)(45)(209)
Foreign currency translation(35) (35)
Balance as of March 31, 2024 (2)
$173 $ $173 
(1)The credit recorded during the three months ended March 31, 2024 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 2022 Restructuring Plan costs have been disbursed.

2020 Restructuring Plan
In April 2020, the Board approved the 2020 Restructuring Plan. Our actions under this plan were substantially completed in 2021 and our current and future charges or credits will be from changes in estimates. For additional plan details, see Part II, Item 8, Note 13. Restructuring and Related Charges in our Annual Report on Form 10-K for the year ended December 31, 2023.


20

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31, 2024
Employee Severance and Benefit Costs (Credits)
Legal and Advisory Costs (Credits)
Lease-related Charges (Credits)Total Restructuring Charges (Credits)
North America$ $ $157 $157 
International15 12 83 110 
Consolidated$15 $12 $240 $267 
Three Months Ended March 31, 2023
Employee Severance and Benefit Costs (Credits)
Legal and Advisory Costs (Credits)
Lease-related Charges (Credits)Total Restructuring Charges (Credits)
North America$ $1 $607 $608 
International(1,046)(56)307 (795)
Consolidated$(1,046)$(55)$914 $(187)
As part of our 2020 Restructuring Plan, we terminated, vacated or modified several of our leases. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago that expired in January 2024, which required us to pay a fee of $9.6 million with our early termination notice. As of March 31, 2024, all of our leases that were part of the 2020 Restructuring Plan have expired or have been terminated. For the three months ended March 31, 2024, our restructuring activity related to those leases had immaterial activity. 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 Condensed Consolidated Statements of Operations. As of March 31, 2023, the current and non-current liabilities associated with these leases were presented within Accrued expenses and other current liabilities and Operating lease obligations in the Condensed Consolidated Balance Sheets.
The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands):
Employee Severance and Benefit CostsOther Exit CostsTotal
Balance as of December 31, 2023
$839 $214 $1,053 
Charges payable in cash and changes in estimate15 12 27 
Cash payments(114)(158)(272)
Foreign currency translation(15)11 (4)
Balance as of March 31, 2024 (1)
$725 $79 $804 
(1)Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed.
NOTE 10. INCOME TAXES
Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items.
Provision (benefit) for income taxes and Income (loss) before provision (benefit) for income taxes for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended March 31,
20242023
Provision (benefit) for income taxes$6,194 $1,118 
Income (loss) before provision (benefit) for income taxes$(5,312)$(27,495)
Our U.S. Federal income tax rate is 21%. The primary factor impacting the effective tax rate for the three months ended March 31, 2024 and 2023 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. For the three months ended March 31, 2024 and 2023, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets. We expect that our consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses.
We are currently 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 are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $119.3 million, inclusive of estimated incremental interest from the original Assessment. The subsidiary subject to the Assessment is Groupon S.r.l., one of the Company's Italian subsidiaries with operations relating specifically to the local voucher business in Italy. In December 2023, Groupon S.r.l. received an unfavorable ruling at the lowest court level, but lodged a second-level appeal, based on what it believes to be meritorious defenses to the Assessment. Additionally, Groupon S.r.l. requested a suspension of provisional payment demands of approximately $79.8 million. On April 9, 2024, Groupon S.r.l.'s payment suspension request was denied with an expedited hearing date of July 9, 2024, set for the second-level appeal. After the suspension denial, Groupon S.r.l. is required to post a bond of approximately $27.6 million, due immediately, and unless the appeal has been resolved in Groupon S.r.l's favor by October 22, 2024, an additional $52.2 million will be required to be posted on or before that date. As a result of the immediate payment demands, a lien has been placed on Groupon S.r.l.'s bank account, which currently restricts outgoing payments from such account. The related cash is classified as restricted cash in our Condensed Consolidated Balance Sheets as of March 31, 2024. We believe the denial of the suspension request has no impact on the merits of Groupon S.r.l.'s appeal of the Assessment, therefore, the Company continues to believe that the Assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit. Groupon S.r.l. continues to vigorously defend itself in this matter and believes it will prevail on the merits of the case. Additionally, unrelated to this matter, in February 2024, Groupon S.r.l. received a proposed assessment of approximately $31.6 million related to a 2017 distribution made to its parent entity. We believe this assessment is also without merit and Groupon S.r.l. intends to vigorously defend against such assessment. No liability has been recorded for either tax assessment matter. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of these assessments, we believe it is reasonably possible that reductions of up to $4.2 million in unrecognized tax benefits may occur within the 12 months following March 31, 2024 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 related deferred tax liabilities recognized as of March 31, 2024 and December 31, 2023 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation.
21

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
NOTE 11. FAIR VALUE MEASUREMENTS
Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability.
In determining fair value, we use valuation approaches within the fair value measurement framework. 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 material activity in the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2024 and 2023.
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 did not record any significant nonrecurring fair value measurements for the three months ended March 31, 2024 and 2023.
Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value
Our financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, short-term borrowings, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of those assets and liabilities approximate their respective fair values as of March 31, 2024 and December 31, 2023 due to their short-term nature.
NOTE 12. 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, RSUs, PSUs, ESPP shares, 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.
22

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three months ended March 31, 2024 and 2023 (in thousands, except share amounts and per share amounts):
Three Months Ended March 31,
20242023
Basic and diluted net income (loss) per share:
Numerator
Net income (loss) $(11,506)$(28,613)
Less: Net income (loss) attributable to noncontrolling interests765 534 
Net income (loss) attributable to common stockholders(12,271)(29,147)
Denominator
Weighted-average common shares outstanding37,709,971 30,676,145 
Basic and diluted net income (loss) per share:$(0.33)$(0.95)
The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share:
Three Months Ended March 31,
20242023
RSUs
762,967 2,353,393 
Stock options3,062,500  
PSUs and other stock-based compensation awards
433,102 101,118 
Convertible Senior notes due 2026 (1)
3,376,400 3,376,400 
Capped call transactions3,376,400 3,376,400 
Total11,011,369 9,207,311 
(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 5, Financing Arrangements, for additional information.
23

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
NOTE 13. 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.
The following table summarizes revenue by reportable segment and category for the three months ended March 31, 2024 and 2023 (in thousands):    
Three Months Ended March 31,
20242023
North America revenue:
Local$86,460 $81,379 
Goods3,078 5,065 
Travel4,596 2,815 
Total North America revenue (1)
94,134 89,259 
International revenue:
Local24,750 25,265 
Goods2,445 4,246 
Travel1,755 2,841 
Total International revenue (1)
$28,950 $32,352 
(1)North America includes revenue from the United States of $92.9 million and $87.7 million for the three months ended March 31, 2024 and 2023. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2024 and 2023. Revenue is attributed to individual countries based on the location of the customer.
The following table summarizes cost of revenue by reportable segment and category for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
North America cost of revenue:
Local$8,634 $11,387 
Goods416 945 
Travel956 985 
Total North America cost of revenue10,006 13,317 
International cost of revenue:
Local1,919 2,623 
Goods406 588 
Travel196 372 
Total International cost of revenue$2,521 $3,583 
24

GROUPON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The following table summarizes contribution profit by reportable segment for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
North America
Revenue$94,134 $89,259 
Cost of revenue10,006 13,317 
Marketing21,782 15,303 
Contribution profit62,346 60,639 
International
Revenue28,950 32,352 
Cost of revenue2,521 3,583 
Marketing7,027 9,545 
Contribution profit19,402 19,224 
Consolidated
Revenue123,084 121,611 
Cost of revenue12,527 16,900 
Marketing28,809 24,848 
Contribution profit81,748 79,863 
Selling, general and administrative74,282 101,634 
Restructuring and related charges96 8,794 
Income (loss) from operations$7,370 $(30,565)
The following table summarizes total assets by reportable segment as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Total assets:
North America (1)
$462,504 $465,213 
International (1)
118,022 105,743 
Consolidated total assets$580,526 $570,956 
(1)North America contains assets from the United States of $459.2 million and $460.2 million as of March 31, 2024 and December 31, 2023. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2024 and December 31, 2023.
25


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our Condensed Consolidated Financial Statements and related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under Part II, Item 1A, Risk Factors, and elsewhere in this Quarterly Report. See Part I, Forward-Looking Statements, for additional information.
Overview
Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites. We operate in two segments, North America and International, and operate in three categories, Local, Goods and Travel. See Item 1, Note 13, Segment Information, for additional information.
Our strategy is to be the trusted marketplace where customers go to buy local services and experiences. We plan to grow our revenue by building long-term relationships with local merchants to strengthen our inventory selection and by enhancing the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.
We generate service revenue from Local, Goods and Travel categories. Revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Revenue 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 also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications.
2022 Cost Savings Plan
In August 2022, we initiated the 2022 Cost Savings Plan, including the first phase in August 2022, the second January 2023 and the third July 2023, which is designed to reduce our expense structure and align with our go-forward business and financial objectives. The 2022 Cost Savings Plan included the 2022 Restructuring Plan, as well as other planned savings to be achieved through other actions, such as future reductions in our facilities footprint at natural lease terminations (or by exercising existing options in leases), renegotiating contractual arrangements with certain service providers and continuing to make elective decisions to eliminate vacant positions rather than rehire. The 2022 Restructuring Plan is expected to include an overall reduction of approximately 1,150 positions globally, with the majority of these reductions completed as of March 31, 2023 and the remainder 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 have been 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 $21.2 million since the inception of the 2022 Restructuring Plan. See Item 1, Note 9, Restructuring and Related Charges, for additional information.
26


How We Measure Our Business
We use several operating and financial metrics to assess the progress of our business and make decisions on where to allocate capital, time and technology investments. Certain of the financial metrics are reported in accordance with GAAP and certain of those metrics are considered non-GAAP financial measures. As our business evolves, we may make changes to the key financial and operating metrics that we use to measure our business. For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section.
Operating Metrics
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.
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.
Active customers are 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. 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.
Our gross billings and units for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended March 31,
20242023
Gross billings$381,146 $396,425 
Units 9,125 10,459 
Our active customers for the trailing twelve months ended March 31, 2024 and 2023 were as follows (in thousands):
Trailing Twelve Months Ended March 31,
20242023
TTM active customers
16,130 18,225 
Financial Metrics
Revenue is earned through transactions on which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue from those transactions is reported on a net basis as the purchase price collected from the customer for the offering less an agreed upon portion of the purchase
27


price paid to the third-party merchant. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.
Gross profit reflects the net margin we earn after deducting our Cost of revenue from our Revenue.
Adjusted EBITDA is a non-GAAP financial measure that we define as Net income (loss) from operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. For further information and a reconciliation to Net income (loss), refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section.
Free cash flow is a non-GAAP financial measure that comprises Net cash provided by (used in) operating activities less purchases of property and equipment and capitalized software. For further information and a reconciliation to Net cash provided by (used in) operating activities, refer to our discussion in the Liquidity and Capital Resources section below.
The following table presents the above financial metrics for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
Revenue$123,084 $121,611 
Gross profit110,557 104,711 
Adjusted EBITDA19,517 (4,903)
Free cash flow(13,820)(85,864)
Operating Expenses
Marketing expense consists primarily of online marketing costs, such as search engine marketing and advertising on social networking sites and affiliate programs. Additionally, compensation expense for marketing employees is classified within marketing expense. We record these costs within Marketing on the Condensed Consolidated Statements of Operations when incurred. From time to time, we have offerings from well-known national merchants for customer acquisition and activation purposes, for which the amount we owe the merchant for each voucher sold exceeds the transaction price paid by the customer. Our gross billings from those transactions generate no revenue and our net cost (i.e., the excess of the amount owed to the merchant over the amount paid by the customer) is classified as marketing expense. We evaluate marketing expense as a percentage of gross profit because it gives us an indication of how well our marketing spend is driving gross profit performance.
SG&A expenses include selling expenses such as sales commissions and other compensation expenses for sales representatives, as well as costs associated with supporting the sales function such as technology, telecommunications and travel. General and administrative expenses include compensation expense for employees involved in customer service, operations, technology and product development, as well as general corporate functions, such as finance, legal and human resources. Additional costs in general and administrative include depreciation and amortization, rent, professional fees, litigation costs, travel and entertainment, recruiting, maintenance, certain technology costs and other general corporate costs. We evaluate SG&A expense as a percentage of gross profit because it gives us an indication of our operating efficiency.
Restructuring and related charges represent severance and benefit costs for workforce reductions, impairments and other facilities-related costs and professional advisory fees. See Item 1, Note 9, Restructuring and Related Charges, for additional information about our restructuring plans.
28


Factors Affecting Our Performance
Attracting and retaining local merchants. As we focus on our local experiences marketplace, we depend on our ability to attract and retain merchants who are willing to offer their experiences on our platform. Merchants can withdraw their offerings from our marketplace at any time, and their willingness to continue offering services through our marketplace depends on the effectiveness of our marketplace offering. We are focused on improving our marketplace offering and merchant value proposition by exploring opportunities to better balance the needs of merchant partners, customers and Groupon, for example, by offering flexible deal structures.
Acquiring and retaining customers. To acquire and retain customers to drive higher volumes on our platform from new and existing customers, we are focused on strengthening our product offering, improving the attractiveness of our offerings, and rebuilding our performance marketing campaigns.
Impact of macroeconomic conditions. We have been, and may continue to be, impacted by adverse consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior. We will continue to monitor the impact of macroeconomic conditions on our business.

29


Results of Operations
North America
Operating Metrics
North America segment gross billings and units for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended March 31,
20242023% Change
Gross billings
Local$231,053 $221,746 4.2 %
Goods14,968 23,759 (37.0)
Travel26,911 20,649 30.3 
Total gross billings$272,932 $266,154 2.5 
Units
Local5,102 5,142 (0.8)%
Goods574 933 (38.5)
Travel108 86 25.6 
Total units5,784 6,161 (6.1)
North America TTM active customers for the trailing twelve months ended March 31, 2024 and 2023 were as follows (in thousands):
Trailing Twelve Months Ended March 31,
20242023% Change
TTM active customers
10,234 10,928 (6.4)%
Comparison of the Three Months Ended March 31, 2024 and 2023:
North America gross billings increased by $6.8 million while units and TTM active customers decreased by 0.4 million and 0.7 million for the three months ended March 31, 2024 compared with the prior year period. The increase in gross billings is primarily due to an increase in demand for our Travel category and favorable refund rates for our Local category. This was partially offset by a decline in demand for our Goods and Local categories, which resulted in fewer unit sales and TTM active customers.
30


Financial Metrics
North America segment revenue, cost of revenue and gross profit for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended March 31,
20242023% Change
Revenue
Local$86,460 $81,379 6.2 %
Goods3,078 5,065 (39.2)
Travel4,596 2,815 63.3 
Total revenue$94,134 $89,259 5.5 
Cost of revenue
Local$8,634 $11,387 (24.2)%
Goods416 945 (56.0)
Travel956 985 (2.9)
Total cost of revenue$10,006 $13,317 (24.9)
Gross profit
Local$77,826 $69,992 11.2 %
Goods2,662 4,120 (35.4)
Travel3,640 1,830 98.9 
Total gross profit$84,128 $75,942 10.8 
Gross margin (1)
34.5 %33.5 %
% of Consolidated revenue76.5 %73.4 %
% of Consolidated cost of revenue79.9 78.8 
% of Consolidated gross profit76.1 72.5 
(1)Represents the percentage of gross billings that we retained after deducting the merchant's share from gross billings.
Comparison of the Three Months Ended March 31, 2024 and 2023:
North America revenue and gross profit increased by $4.9 million and $8.2 million while cost of revenue decreased $3.3 million for the three months ended March 31, 2024 compared with the prior year period. The increase in revenue and gross profit 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. The decrease in cost of revenue is primarily due to a decrease in payroll costs.
31


Marketing and Contribution Profit
We define contribution profit as gross profit less marketing expense. North America marketing and contribution profit for the three months ended March 31, 2024 and 2023 was as follows (in thousands):
Three Months Ended March 31,
20242023% Change
Marketing$21,782 $15,303 42.3 %
% of Gross profit25.9 %20.2 %
Contribution profit$62,346 $60,639 2.8 %
Comparison of the Three Months Ended March 31, 2024 and 2023:
North America marketing expense and marketing expense as a percentage of gross profit increased for the three months ended March 31, 2024 compared with the prior year period, primarily driven by an increased investment in our rebuilt performance marketing campaigns.
North America contribution profit increased for the three months ended March 31, 2024 compared with the prior year period, primarily due to an increase in gross profit.
International
Operating Metrics
International segment gross billings and units for the three months ended March 31, 2024 and 2023 were as follows (in thousands):
Three Months Ended March 31,
20242023% Change
Gross billings
Local$85,033 $93,800 (9.3)%
Goods14,481 22,256 (34.9)
Travel8,700 14,215 (38.8)
Total gross billings$108,214 $130,271 (16.9)
Units
Local2,888 3,328 (13.2)%
Goods404 886 (54.4)
Travel49 84 (41.7)
Total units3,341 4,298 (22.3)
International TTM active customers for the trailing twelve months ended March 31, 2024 and 2023 were as follows (in thousands):
Trailing Twelve Months Ended March 31,
20242023% Change
TTM active customers
5,896 7,297