What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-18 · 42 added, 17 removed, 62 unchanged (49% of the section changed)

1 unchanged sentence

Our common stock has been listed on the NASDAQ Global Select Market under the symbol "GRPN" since November 4, 2011.

Reverse Stock Split

In June 2020, we effectuated a reverse stock split of our shares of common stock at a ratio of 1-for-20 and a corresponding reduction in the number of authorized shares of our common stock.

On the effective date, every 20 shares of issued and outstanding common stock were combined and converted into one issued and outstanding share of common stock.

The number of authorized shares of Common Stock was reduced proportionately.

Fractional shares were cancelled and stockholders received cash in lieu thereof and the par value per share of common stock remains unchanged.

A proportionate adjustment was also made to the maximum number of shares of common stock issuable under the Groupon, Inc.

Stock Plans (the "Plans"), and the Groupon, Inc.

2012 Employee Stock Purchase Plan, as amended ("ESPP").

As a result, the number of shares and income (loss) per share disclosed throughout this Annual Report on Form 10-K have been retrospectively adjusted to reflect the reverse stock split.

As of February 22, 2021, there were 104 holders of record of our common stock.

Each holder of our common stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders.

Equity Compensation Plan Information

Information about the securities authorized for issuance under our compensation plans is incorporated by reference from the Proxy Statement for our 2020 Annual Meeting of Stockholders.

Recent Sales of Unregistered Securities

2 unchanged sentences

In May 2018, the Board authorized us to repurchase up to $300.0 million of our common stock under our share repurchase program.

The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the 2019 Credit Agreement, share price and other factors, and the share repurchase program may be terminated at any time.

During the year ended December 31, 2020, we did not purchase any shares under the repurchase program.

As of December 31, 2020, up to $245.0 million of common stock remained available for purchase under our program.The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Amended Credit Agreement, share price, available cash and other factors, and the share repurchase program may be terminated at any time.

We will fund the repurchases, if any, through cash on hand, future cash flows and borrowings under our credit facility.

Repurchases will be made in compliance with SEC rules and other legal requirements and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when we might otherwise be precluded from doing so.

During the three months ended December 31, 2019 , we did not purchase any shares under our repurchase program.

As of December 31, 2019 , up to $245.0 million of common stock remained available for purchase under our program.

From the inception of our share repurchase programs in August 2013 through December 31, 2019 , we have repurchased 205,882,355 shares of our common stock (or Class A common stock prior to the conversion of our Class A common stock and Class B common stock to a single class of common stock on October 31, 2016 ) for an aggregate purchase price of $922.7 million (including fees and commissions).

See Item 8, Note 13, Stockholders' Equity , for information regarding our share repurchase program.

Since the inception of our share repurchase programs in August 2013 through December 31, 2020, we have repurchased 10,294,117 shares of our common stock (or Class A common stock prior to the conversion of our Class A common stock and Class B common stock to a single class of common stock on October 31, 2016) for an aggregate purchase price of $922.7 million (including fees and commissions).

The following table provides information about purchases of shares of our common stock during the three months ended December 31, 2020 related to shares withheld upon vesting of restricted stock units for minimum tax withholding obligations:

Total Number of Shares Purchased (1)

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Program

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program

Date Total Number of Shares Purchased (1)

Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program

October 1-31, 2020 8,458 $ 20.81 — —

1 unchanged sentence

December 1-31, 2020 13,715 39.45 — —

Total 25,825 $ 31.56 — —

(1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.

8 unchanged sentences

Year Ended December 31,

2020 2019 2018 2017 (4)

Consolidated Statements of Operations Data (1) :

(in thousands, except share and per share amounts)

Service $ 643,653 $ 1,126,357 $ 1,205,487 $ 1,266,452 $ 1,206,441

Product 773,215 1,092,558 1,431,259 1,577,425 1,807,174

Total revenue 1,416,868 2,218,915 2,636,746 2,843,877 3,013,615

Cost of revenue:

Service 79,296 114,462 120,077 160,810 150,031

Product 660,278 918,324 1,196,068 1,349,206 1,582,931

Total cost of revenue 739,574 1,032,786 1,316,145 1,510,016 1,732,962

Gross profit 677,294 1,186,129 1,320,601 1,333,861 1,280,653

Operating expenses:

Marketing 154,534 339,355 395,737 400,918 352,175

Selling, general and administrative (2)

603,185 806,945 870,961 901,829 999,677

Goodwill Impairment 109,486 — — — —

Long-lived asset impairment 22,351 — — — —

Restructuring charges 64,836 31 (136) 18,828 40,438

11 unchanged sentences

Net income (loss) attributable to Groupon, Inc.

$ (287,931) $ (22,377) $ (11,079) $ 14,040 $ (194,587)

Basic net income (loss) per share (3) :

7 unchanged sentences

Weighted average number of shares outstanding (3)

Basic 28,604,115 28,370,417 28,325,555 27,968,353 28,817,712

Diluted 28,604,115 28,370,417 28,325,555 28,420,918 28,817,712

(1) The consolidated statements of operations data for prior years has been retrospectively adjusted to reflect discontinued operations.

Refer to Item 8, Note 3 , Discontinued Operations , for additional information.

Includes $0.7 million , $5.7 million , and $1.9 million of acquisition-related expenses for the years ended December 31, 2018 , 2016 , and 2015 .

Refer to Item 8, Note 4 , Business Combinations , for additional information.

Prior to October 31, 2016, our certificate of incorporation, as amended and restated, authorized three classes of common stock:

Class A common stock, Class B common stock and common stock.

On October 31, 2016, each share of our Class A common stock and Class B common stock automatically converted into a single class of common stock pursuant to the terms of our sixth amended and restated certificate of incorporation.

Upon conversion, all shares of Class A common stock and Class B stock were retired.

See Item 8, Note 4, Discontinued Operations, for additional information.

(2) Includes $0.7 million and $5.7 million of acquisition-related expenses for the years ended December 31, 2018 and 2016.

See Item 8, Note 5, Business Combinations , for additional information.

(3) All share and per share information has been retroactively adjusted to reflect a reverse stock split.

See Item 8, Note 13, Stockholders' Equity for additional information.

(4) On January 1, 2018, we adopted Topic 606 using the modified retrospective method.

Beginning on January 1, 2018, results are presented in accordance with the revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies.

As of December 31,

2020 2019 2018 (1)

Consolidated Balance Sheet Data:

2 unchanged sentences

Working capital (deficit) (4,962) 66,366 41,455 (61,051) (121,115)

Total assets 1,411,507 1,586,743 1,642,142 1,677,505 1,761,377

Total long-term liabilities 364,845 370,150 302,357 292,161 283,264

1 unchanged sentence

Stockholders' Equity 107,675 393,936 381,248 250,973 264,420

(1) On January 1, 2019, we adopted Topic 842 using the modified retrospective transition method.

Beginning on January 1, 2019 results are presented in accordance with the revised policies, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies.

(2) On January 1, 2018, we adopted Topic 606 using the modified retrospective method.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity