Groupon, Inc.
For the period ended Mar 31, 2025. Filed May 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 7, 2025
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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"). Newly defined terms within this Quarterly Report on Form 10-Q are included within the Glossary and may also be defined within applicable sections of this Quarterly Report.
| Abbreviation | Description |
|---|---|
| 2011 Plan | The Company’s 2011 Incentive Stock Plan, as amended |
| 2020 Restructuring Plan | April 2020 Board approved multi-phase restructuring plan |
| 2022 Restructuring Plan | August 2022 Board approved restructuring plan |
| 2024 Executive PSUs | Awards granted for our executive team under the 2024 PSU Program, which are earned based on the performance of our stock price and a service condition |
| 2026 Notes | The Company’s 1.125% convertible senior notes due March 2026 |
| 2027 Notes | The Company's 6.250% convertible senior secured notes due March 2027 |
| ASC | Accounting Standards Codification |
| Assessment | Income tax assessment from the Italian tax authority pertaining to Groupon S.r.l., which primarily relates to transfer pricing on transactions occurring in 2011 |
| ASU | Accounting Standards Update |
| Backstop Party | Pale Fire Capital SICAV a.s. |
| Bank Secrecy Act | Bank Secrecy Act of 1970 |
| Board | The Company’s Board of Directors |
| CARD Act | Credit Card Accountability Responsibility and Disclosure Act of 2009 |
| Cash Collateral Agreement | Agreement dated March 2, 2023 with JPMorgan Chase Bank, N.A. |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| CODM | Chief Operating Decision Maker |
| Common Stock | Company common stock, par value $0.00001 per share |
| Compensation Committee | Compensation Committee of the Board |
| CPRA | California 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 |
| Exchange and Subscription Agreements | The privately-negotiated agreements entered into on November 12, 2024 |
| Expiration Date | January 17, 2024, 5:00 p.m., New York City time, representing the date the subscription period for the Rights Offering expired |
| FASB | Financial Accounting Standards Board |
| GAAP | U.S. Generally Accepted Accounting Principles |
| GDPR | General Data Protection Regulation |
| Giftcloud | Giftcloud Ltd. |
| Italy Restructuring Plan | July 2024 Board approved exit of the local business in Italy and the related restructuring actions associated with the exit |
| Major Rocket | Major Rocket LLC |
| Major Rocket Agreement | Incentive marketing agreement with Major Rocket entered into on March 11, 2025 |
| Offering Participants | Institutional “accredited investors” and/or “qualified institutional buyers” |
| Payoff Amount | Payment of $43.1 million to terminate all commitments to extend further credit under the Credit Agreement |
|---|---|
| PSU | Performance Share Units |
| Rights Offering | Board approved $80 million fully backstopped rights offering to the Company's stockholders that commenced on November 20, 2023 |
| RSU | Restricted Stock Units |
| SEC | Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| SG&A | Selling, general and administrative |
| SumUp | SumUp Holdings S.a.r.l, a privately-held mobile payments company |
| TTM | Trailing twelve months |
| VAT | Value added tax |
PART I. FINANCIAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.