Groupon Inc
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
View on SEC.govAbout this filing
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.
Sep 30, 2024 · Filed Nov 12, 2024
GRPN$15.49-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-07-30.
0001490281-24-000122
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001628280-24-047250
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 116 previous paragraphs and 124 current paragraphs.
63 unchanged; 46 reworded; 14 added; 6 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
We are investing significant resources in making our platform more efficient, stable and agile. By improving our technology, our customer base can enjoy a state of the art experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction.
Current report
Our gross billings and units for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Current report
North America gross billings, units and TTM active customers decreased by $23.9 million, 0.4 million and 0.3 million for the three months ended September 30, 2024 compared with the prior year period. The decline in our Goods and Travel categories is primarily due to an overall decline in demand. Additionally, during the three months ended September 30, 2023, we had a favorable impact in our Local category from phasing out our COVID-19 refund practices, with no comparable activity during the three months ended September 30, 2024, which contributed to the decrease in our Local category during the current period compared with the prior year period.
Current report
Comparison of the Nine Months Ended September 30, 2024 and 2023
Current report
International contribution profit decreased for the nine months ended September 30, 2024 compared with the prior year period, primarily due to a decrease in gross profit.
Current report
Restructuring and related charges decreased for the three months ended September 30, 2024 compared with the prior year period, primarily due to a decrease in severance and benefits costs related to our 2022 Restructuring Plan, partially offset by an increase in charges related to the Italy Restructuring Plan. See Item 1, Note 9, Restructuring and Related Charges, for additional information.
Current report
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023:
Current report
(2) Includes a $25.8 million remeasurement of our investment in SumUp during the three and nine months ended September 30, 2023. See Item 1, Note 3, Investments, for additional information.
Current report
We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $125.4 million (€112.1 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. The hearing was held on September 24, 2024. On October 1, 2024, the second-level court indicated that it intends to issue an unfavorable ruling on the appeal and in favor of the Italian tax authorities. The court has not yet issued a full opinion with its rationale. When the decision of the second-level court is ultimately issued, Groupon S.r.l. will have six months from that date to appeal that decision to the Italian Supreme Court. The Company continues to believe that the Assessment is without merit and Groupon S.r.l. intends to pursue a prompt appeal to the Italian Supreme Court. If Groupon S.r.l. loses that appeal, Groupon S.r.l. plans to further challenge the Assessment and seek relief in an international Mutual Agreement Procedure that involves the tax authorities of Ireland and Italy.
Current report
Under Italian tax court procedures, taxpayers are required to deposit “provisional payments” while tax appeals are pending, which are held in trust by tax authorities and returned to the taxpayer if the taxpayer prevails on the appeal. At present, Groupon S.r.l. would be required to deposit provisional amounts equal to two-thirds of the assessed amount. However, Groupon S.r.l. has sought and obtained approval of installment plans (the second of which was issued on November 7, 2024) whereby the provisional payments may be deposited pro rata in monthly installments over seventy-two months. To date, Groupon S.r.l. has made all monthly installment payments. However, contemporaneous with its appeal to the Supreme Court, Groupon S.r.l. intends to seek a full stay of the provisional payment obligations. Groupon S.r.l. expects a hearing on the possible stay of provisional payments to take place in early 2025. If Groupon S.r.l. does not succeed in staying the provisional payment obligation, Groupon S.r.l. will consider its options, including making monthly installment payments up to the amount of its assets, or undertaking further restructuring actions. The total payments due in 2024 and 2025 under the terms of the installment plans are €3.4 million ($3.8 million) and €13.2 million ($14.7 million), respectively. Such amounts are recorded as Other non-current assets within the Condensed Consolidated Balance Sheets when cash is remitted.
Current report
On November 12, 2024, The Company entered into the Exchange and Subscriptions Agreements with a limited number of Offering Participants. The Offering Participants are institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and/or “qualified institutional buyers” (as defined in Rule 144A under the Securities Act).
Current report
Pursuant to the Exchange and Subscription Agreements, the Company will (i) exchange $176.3 million aggregate principal amount of 2026 Notes held by the Offering Participants for $176.3 million aggregate principal amount of the Company’s newly-issued 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes”) (the “Exchange”) and (ii) issue and sell to certain Offering Participants $21.0 million aggregate principal amount of 2027 Notes for gross cash proceeds of $20.0 million (representing an issue price of 95%) (the “Subscription Transactions” and together with the Exchange, the “Transactions”). The 2027 Notes are expected to be issued to the Offering Participants in a private placement exempt from registration in reliance on Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Offering Participants in the Exchange and Subscription Agreements.
Current report
The initial conversion rate of the 2027 Notes will be 33.333 shares of Company Common Stock, per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $30 per share), subject to customary adjustments. The 2027 Notes will be convertible into Common Stock or a combination of cash and Common Stock, at the Company’s election. The Company may be required to pay additional interest of 2.5% per annum of the 2027 Notes in the event that it fails to pledge certain of its assets as part of the collateral for the 2027 Notes, unless such assets are sold.
Current report
The Transactions are expected to close on or around November 12, 2024, subject to customary closing conditions.
Removed paragraphs (6)
Previous report
Our gross billings and units for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Previous report
North America gross billings increased by $3.1 million while units and TTM active customers decreased by 0.1 million and 0.4 million for the three months ended June 30, 2024 compared with the prior year period. The increase in gross billings is primarily due to favorable refund rates and an increase in demand for our Local category. This was partially offset by a decline in demand for our Goods category, which resulted in fewer unit sales and TTM active customers.
Previous report
Comparison of the Six Months Ended June 30, 2024 and 2023
Previous report
International contribution profit decreased for the six months ended June 30, 2024 compared with the prior year period, primarily due to a decrease in gross profit.
Previous report
Restructuring and related charges (credits) increased for the three months ended June 30, 2024 compared with the prior year period, primarily due to changes in estimates related to our 2022 Restructuring Plan, which resulted in credits recognized during the three months ended June 30, 2024. See Item 1, Note 9, Restructuring and Related Charges, for additional information.
Previous report
Comparison of the Three and Six Months Ended June 30, 2024 and 2023:
Reworded paragraphs (46)
Previous wording
The following table presents the above financial metrics for the three and six months ended June 30, 2024 and 2023 (in thousands):
Current wording
The following table presents the above financial metrics for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Previous wording
•Restructuring and related charges (credits) 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.
Current wording
•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.
Previous wording
North America segment gross billings and units for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
North America segment gross billings and units for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
North America gross billings increased by $9.9 million while units decreased 0.5 million for the six months ended June 30, 2024 compared with the prior year period. The increase in gross billings is primarily due to favorable refund rates for our Local category and an increase in demand for our Travel category. This was partially offset by a decline in demand for our Goods category, which resulted in fewer unit sales.
Current wording
North America gross billings and units decreased by $14.0 million and 0.9 million for the nine months ended September 30, 2024 compared with the prior year period. These declines are primarily due to a decline in demand for our Goods category, which resulted in fewer unit sales. The decrease in gross billings is partially offset by favorable refund rates for our Local category.
Previous wording
North America segment revenue, cost of revenue and gross profit for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
North America segment revenue, cost of revenue and gross profit for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
North America revenue and gross profit increased by $7.4 million and $14.0 million while cost of revenue decreased $6.6 million for the six months ended June 30, 2024 compared with the prior year period. The increase in revenue and gross profit is primarily due to favorable refund rates for our Local category and an increase in demand for our Travel category, partially offset by a decline in demand for our Goods category. The decrease in cost of revenue is primarily due to a decrease in payroll costs.
Current wording
North America revenue, cost of revenue and gross profit decreased by $8.0 million, $3.3 million and $4.7 million for the three months ended September 30, 2024 compared with the prior year period. The decrease in revenue and gross profit is primarily due to an increase in Local voucher redemption rates in the current period. Additionally, during the three months ended September 30, 2023, we had a favorable impact in our Local category from phasing out our COVID-19 refund practices, with no comparable activity during the three months ended September 30, 2024, which contributed to the decreases in our Local category during the current period. The decline is also partially attributable to a decline in demand for our Local and Goods categories. The decrease in cost of revenue is primarily due to a decrease in payroll costs.
Previous wording
North America revenue and gross profit increased by $2.5 million and $5.8 million while cost of revenue decreased $3.3 million for the three months ended June 30, 2024 compared with the prior year period. The increase in revenue and gross profit is primarily due to favorable refund rates and an increase in demand for our Local category, partially offset by a decline in demand for our Goods category. The decrease in cost of revenue is primarily due to a decrease in payroll costs.
Current wording
North America revenue and cost of revenue decreased by $0.6 million and $9.9 million while gross profit increased $9.2 million for the nine months ended September 30, 2024 compared with the prior year period. Revenue remained flat which was primarily due to a decline in demand for our goods category, offset by favorable refund rates for our Local category. The decrease in cost of revenue is primarily due to a decrease in payroll costs. Gross profit increased due to revenue remaining flat and a decrease in cost of goods sold.
Previous wording
We define contribution profit as gross profit less marketing expense. North America marketing and contribution profit for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):
Current wording
We define contribution profit as gross profit less marketing expense. North America marketing and contribution profit for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Previous wording
North America marketing expense and marketing expense as a percentage of gross profit increased for the three months ended June 30, 2024 compared with the prior year period, primarily driven by an increased investment in our rebuilt performance marketing campaigns.
Current wording
North America marketing expense and marketing expense as a percentage of gross profit increased for the three months ended September 30, 2024 compared with the prior year period, primarily driven by an increased investment in our performance marketing campaigns.
Previous wording
North America marketing expense and marketing expense as a percentage of gross profit increased for the six months ended June 30, 2024 compared with the prior year period, primarily driven by an increased investment in our rebuilt performance marketing campaigns.
Current wording
North America marketing expense and marketing expense as a percentage of gross profit increased for the nine months ended September 30, 2024 compared with the prior year period, primarily driven by an increased investment in our performance marketing campaigns.
Previous wording
North America contribution profit decreased for the six months ended June 30, 2024 compared with the prior year period, primarily due to an increase in marketing expense.
Current wording
North America contribution profit decreased for the nine months ended September 30, 2024 compared with the prior year period, primarily due to an increase in marketing expense.
Previous wording
International segment gross billings and units for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
International segment gross billings and units for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
International gross billings, units and TTM active customers decreased by $23.0 million, 1.0 million and 1.3 million for the three months ended June 30, 2024 compared with the prior year period. These declines were primarily attributable to an overall decline in demand across all categories. The Local category decrease was also partially attributable to the pause of our Local business in Italy. In addition, there was a $0.3 million unfavorable impact on gross billings from year-over-year changes in foreign currency exchange rates.
Current wording
International gross billings, units and TTM active customers decreased by $21.5 million, 1.0 million and 1.3 million for the three months ended September 30, 2024 compared with the prior year period. The Local category decrease was primarily attributable to the exit of our Local business in Italy and a decline in demand. The decline in our Goods and Travel categories were primarily attributable to an overall decline in demand. In addition, there was a $1.6 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates.
Previous wording
International gross billings and units decreased by $45.0 million and 1.9 million for six months ended June 30, 2024 compared with the prior year period. These declines were primarily attributable to an overall decline in demand across all categories. The Local category decrease was also partially attributable to the pause of our Local business in Italy. In addition, there was a $1.8 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates.
Current wording
International gross billings and units decreased by $66.6 million and 3.0 million for nine months ended September 30, 2024 compared with the prior year period. These declines were primarily attributable to an overall decline in demand across all categories. The Local category decrease was also partially attributable to the exit of our Local business in Italy. In addition, there was a $3.4 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates.
Previous wording
International segment revenue, cost of revenue and gross profit for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
International segment revenue, cost of revenue and gross profit for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
International revenue, cost of revenue and gross profit decreased by $7.0 million, $0.9 million and $6.1 million for the three months ended June 30, 2024 compared with the prior year period. These declines were primarily attributable to an overall decline in demand across all categories. The Local category decrease was also partially attributable to the pause of our Local business in Italy. Revenue and gross profit also had unfavorable impacts of $0.1 million and $0.1 million from year-over-year changes in foreign currency exchange rates.
Current wording
International revenue, cost of revenue and gross profit decreased by $3.9 million, $0.9 million and $3.0 million for the three months ended September 30, 2024 compared with the prior year period. The decreases were primarily attributable to the exit of our Local business in Italy. Revenue and gross profit also had favorable impacts of $0.5 million and $0.5 million from year-over-year changes in foreign currency exchange rates.
Previous wording
International revenue, cost of revenue and gross profit decreased $10.4 million, $2.0 million and $8.4 million compared with the prior year period. These declines were primarily attributable to an overall decline in demand across all categories. The Local category decrease was also partially attributable to the pause of our Local business in Italy. Revenue and gross profit also had favorable impacts of $0.5 million and $0.5 million from year-over-year changes in foreign currency exchange rates.
Current wording
International revenue, cost of revenue and gross profit decreased $14.4 million, $2.9 million and $11.5 million compared with the prior year period. The Local category decrease was primarily attributable to the exit of our Local business in Italy and a decline in demand. The decline in our Goods and Travel categories were primarily attributable to an overall decline in demand. Despite decreasing revenue, revenue and gross profit had favorable impacts of $1.0 million and $1.0 million from year-over-year changes in foreign currency exchange rates.
Previous wording
International marketing and contribution profit for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
International marketing and contribution profit for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
International marketing expense and marketing expense as a percentage of gross profit decreased for the six months ended June 30, 2024 compared with the prior year period, primarily due to the traffic declines and a lower investment in our online marketing spend.
Current wording
International marketing expense and marketing expense as a percentage of gross profit decreased for the three months ended September 30, 2024 compared with the prior year period, primarily due to traffic declines and a lower investment in our online marketing spend.
Previous wording
International marketing expense decreased for the three months ended June 30, 2024 compared with the prior year period, primarily due to traffic declines and a lower investment in our online marketing spend. Marketing expense as a percentage of gross profit increased for the three months ended June 30, 2024 compared with the prior year period, primarily due to a decrease in gross profit.
Current wording
International marketing expense and marketing expense as a percentage of gross profit decreased for the nine months ended September 30, 2024 compared with the prior year period, primarily due to traffic declines and a lower investment in our online marketing spend.
Previous wording
Operating expenses for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
Operating expenses for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
(1)The three and six months ended June 30, 2024 includes $6.4 million and $8.7 million of stock-based compensation expense and $4.0 million and $9.3 million of depreciation and amortization expense. The three and six months ended June 30, 2023 includes $7.5 million and $9.8 million of stock-based compensation expense and $6.6 million and $13.9 million of depreciation and amortization expense.
Current wording
(1)The three and nine months ended September 30, 2024 includes $8.8 million and $17.5 million of stock-based compensation expense and $3.8 million and $13.2 million of depreciation and amortization expense. The three and nine months ended September 30, 2023 includes $3.8 million and $13.6 million of stock-based compensation expense and $6.4 million and $20.3 million of depreciation and amortization expense.
Previous wording
Marketing expense and marketing expense as a percentage of gross profit increased for the three months ended June 30, 2024 compared with the prior year period, due to an increased investment in our rebuilt performance marketing campaigns.
Current wording
Marketing expense and marketing expense as a percentage of gross profit increased for the three months ended September 30, 2024 compared with the prior year period, due to an increased investment in our North America performance marketing campaigns.
Previous wording
SG&A and SG&A as a percentage of gross profit decreased for the three months ended June 30, 2024 compared with the prior year period, primarily due to a decrease in payroll costs.
Current wording
SG&A and SG&A as a percentage of gross profit decreased for the three months ended September 30, 2024 compared with the prior year period, primarily due to a decrease in cloud costs.
Previous wording
Marketing expense and marketing expense as a percentage of gross profit increased for the six months ended June 30, 2024 compared with the prior year period, due to an increased investment in our rebuilt performance marketing campaigns.
Current wording
Marketing expense and marketing expense as a percentage of gross profit increased for the nine months ended September 30, 2024 compared with the prior year period, due to an increased investment in our North America performance marketing campaigns.
Previous wording
SG&A and SG&A as a percentage of gross profit decreased for the six months ended June 30, 2024 compared with the prior year period, primarily due to a decrease in payroll costs.
Current wording
SG&A and SG&A as a percentage of gross profit decreased for the nine months ended September 30, 2024 compared with the prior year period, primarily due to a decrease in payroll and cloud costs.
Previous wording
Restructuring and related charges (credits) decreased for the six months ended June 30, 2024 compared with the prior year period, primarily due to a decrease in severance and benefit costs related to our 2022 Restructuring Plan, which resulted in credits recognized during the six months ended June 30, 2024. See Item 1, Note 9, Restructuring and Related Charges, for additional information.
Current wording
Restructuring and related charges decreased for the nine months ended September 30, 2024 compared with the prior year period, primarily due to a decrease in severance and benefit costs related to our 2022 Restructuring Plan, partially offset by an increase in charges related to the Italy Restructuring Plan. See Item 1, Note 9, Restructuring and Related Charges, for additional information.
Previous wording
Gain on sale of assets increased for the three months ended June 30, 2024 compared with the prior year period, primarily due to a gain from the sale of certain intangible assets. See Item 1, Note 2, Goodwill and Long-Lived Assets, for additional information.
Current wording
Gain on sale of assets increased for the nine months ended September 30, 2024 compared with the prior year period, primarily due to a gain from the sale of certain intangible assets. See Item 1, Note 2, Goodwill and Long-Lived Assets, for additional information.
Previous wording
Other income (expense), net for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):
Current wording
Other income (expense), net for the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):
Previous wording
The change in Other income (expense), net for the three months ended June 30, 2024 as compared with the prior year period is primarily related to a $0.6 million decrease in net interest expense.
Current wording
The change in Other income (expense), net for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 is primarily related to a $34.9 million change in net foreign currency gains (losses). The remainder of the fluctuation is due to a remeasurement of our investment in SumUp in the amount of $25.8 million during the three months ended September 30, 2023 with no comparable activity during the three months ended September 30, 2024.
Previous wording
The change in Other income (expense), net for the six months ended June 30, 2024 as compared with the prior year period is primarily related to a $16.2 million change in foreign currency gains and losses.
Current wording
The change in Other income (expense), net for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 is primarily related to a $18.7 million change in foreign currency gains and losses.The remainder of the fluctuation is due to a remeasurement of our investment in SumUp in the amount of $25.8 million during the nine months ended September 30, 2023 with no comparable activity during the nine months ended September 30, 2024.
Previous wording
Provision (benefit) for income taxes for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
Provision (benefit) for income taxes for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
The effective tax rates for the three and six months ended June 30, 2024 and 2023 were impacted by pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. For the three and six months ended June 30, 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. See Item 1, Note 10, Income Taxes, for additional information relating to tax audits and assessments and regulatory and legal developments that may impact our business and results of operations in the future.
Current wording
The effective tax rates for the three and nine months ended September 30, 2024 and 2023 were impacted by pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. For the three and nine months ended September 30, 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. See Item 1, Note 10, Income Taxes, for additional information relating to tax audits and assessments and regulatory and legal developments that may impact our business and results of operations in the future.
Previous wording
We exclude stock-based compensation expense and depreciation and amortization because they are primarily non-cash in nature and we believe that non-GAAP financial measures excluding those items provide meaningful supplemental information about our operating performance and liquidity. For the three and six months ended June 30, 2024 and 2023, special charges and credits included charges related to our 2022 and 2020 Restructuring Plans, Gain on sale of assets and Foreign VAT assessments. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results. For the Foreign VAT assessments, we also considered the fact we ceased operations in Portugal in 2016 and it is not part of our ongoing business. Since we ceased operations, we have not engaged in any revenue-generating or payroll-related activity and do not intend to engage in these activities in Portugal in the future.
Current wording
We exclude stock-based compensation expense and depreciation and amortization because they are primarily non-cash in nature and we believe that non-GAAP financial measures excluding those items provide meaningful supplemental information about our operating performance and liquidity. For the three and nine months ended September 30, 2024 and 2023, special charges and credits included charges related to our 2022 and 2020 Restructuring Plans, Gain on sale of assets and Foreign VAT assessments. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results. For the Foreign VAT assessments, we also considered the fact we ceased operations in Portugal in 2016 and it is not part of our ongoing business. Since we ceased operations, we have not engaged in any revenue-generating or payroll-related activity and do not intend to engage in these activities in Portugal in the future.
Previous wording
The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, Net income (loss), for the three and six months ended June 30, 2024 and 2023 (in thousands):
Current wording
The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, Net income (loss), for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Previous wording
(1) The Foreign VAT assessments adjustment excludes related interest expense of $0.8 million as the interest expense is included within Other (income) expense, net. See Item 1, Note 6, Commitments and Contingencies, for additional information.
Current wording
(1) The Foreign VAT assessments adjustment excludes related interest expense of $0.9 million for the three months ended September 30, 2024 and $1.7 million for the nine months ended September 30, 2024 as the interest expense is included within Other (income) expense, net. See Item 1, Note 6, Commitments and Contingencies, for additional information.
Previous wording
The following tables represent the effect on our Condensed Consolidated Statements of Operations from changes in exchange rates versus the U.S. dollar for the three and six months ended June 30, 2024 (in thousands):
Current wording
The following tables represent the effect on our Condensed Consolidated Statements of Operations from changes in exchange rates versus the U.S. dollar for the three and nine months ended September 30, 2024 (in thousands):
Previous wording
Our principal source of liquidity is our cash balance totaling $178.1 million as of June 30, 2024. The Company’s cash requirements are subject to change as business conditions warrant and opportunities arise. Most recently, in April 2024, the Company received an unfavorable ruling related to a tax assessment for one of its subsidiaries that is currently being appealed. The Company does not expect the tax assessment to result in financial exposure that exceeds the assets of Groupon S.r.l. nor do we expect any related developments to impact the ability of the Company to meet its obligations outside of Groupon S.r.l. See Item 1, Note 10, Income Taxes for additional information. Additionally, with the recent Rights Offering and debt prepayment and termination of our Credit Agreement in February 2024, we believe that the Company has sufficient liquidity to support its overall ongoing operational needs within the next 12 months.
Current wording
Our principal source of liquidity is our cash balance totaling $159.7 million as of September 30, 2024. The Company’s cash requirements are subject to change as business conditions warrant and opportunities arise. Additionally, with the Rights Offering and debt prepayment and termination of our Credit Agreement in February 2024, we believe that the Company has sufficient liquidity to support its overall ongoing operational needs within the next 12 months.
Previous wording
Our net cash flows from operating, investing and financing activities for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands):
Current wording
Our net cash flows from operating, investing and financing activities for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):
Previous wording
Our free cash flow for the three and six months ended June 30, 2024 and 2023 and a reconciliation to the most comparable GAAP financial measure, Net cash provided by (used in) operating activities, for those periods were as follows (in thousands):
Current wording
Our free cash flow for the three and nine months ended September 30, 2024 and 2023 and a reconciliation to the most comparable GAAP financial measure, Net cash provided by (used in) operating activities, for those periods were as follows (in thousands):
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Company does not expect the tax assessment to result in financial exposure that exceeds the assets of Groupon S.r.l. as of December 31, 2023, nor do we expect any related developments to impact the ability of the Company to meet its obligations outside of Groupon S.r.l. See Item 1, Note 10, Income Taxes for additional information.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Gain on sale of assets increased for the six months ended June 30, 2024 compared with the prior year period, primarily due to a gain from the sale of certain intangible assets. See Item 1, Note 2, Goodwill and Long-Lived Assets, for additional information.