Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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.
Holders
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.
Recent Sales of Unregistered Securities
During the year ended December 31, 2020, we did not issue any unregistered equity securities.
Issuer Purchases of Equity Securities
In May 2018, the Board authorized us to repurchase up to $300.0 million of our common stock under our share repurchase program. 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. 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).
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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:
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 — —
November 1-30, 2020 3,652 26.83 — —
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.
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Stock Performance Graph
This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any filing of Groupon, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Our stock price performance shown in the graph below is not indicative of our future stock price performance.
The graph set forth below compares the cumulative total return on 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) with the cumulative total return of the Nasdaq Composite Index and the Nasdaq 100 Index, resulting from an initial investment of $100 in each and assuming the reinvestment of any dividends, based on closing prices on the last trading day of each year end period for 2016, 2017, 2018, 2019, and 2020.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and the accompanying notes thereto in Item 8 of this Annual Report on Form 10-K, and the information contained in Item 7, M anagement's Discussion and Analysis of Financial Condition and Results of Operations , of this Annual Report on Form 10-K . Historical results are not necessarily indicative of future results.
Year Ended December 31,
2020 2019 2018 2017 (4)
2016 (4)
Consolidated Statements of Operations Data (1) :
(in thousands, except share and per share amounts)
Revenue:
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
Gain on sale of intangible assets — — — (17,149) —
Gains on business dispositions — — — — (11,399)
Total operating expenses 954,392 1,146,331 1,266,562 1,304,426 1,380,891
Income (loss) from operations (277,098) 39,798 54,039 29,435 (100,238)
Other income (expense), net (16,968) (53,329) (53,008) 6,710 (71,289)
Income (loss) from continuing operations before provision (benefit) for income taxes (294,066) (13,531) 1,031 36,145 (171,527)
Provision (benefit) for income taxes (7,504) 761 (957) 7,544 (5,318)
Income (loss) from continuing operations (286,562) (14,292) 1,988 28,601 (166,209)
Income (loss) from discontinued operations, net of tax 382 2,597 — (1,974) (17,114)
Net income (loss) (286,180) (11,695) 1,988 26,627 (183,323)
Net income attributable to noncontrolling interests (1,751) (10,682) (13,067) (12,587) (11,264)
Net income (loss) attributable to Groupon, Inc. $ (287,931) $ (22,377) $ (11,079) $ 14,040 $ (194,587)
Basic net income (loss) per share (3) :
Continuing operations $ (10.08) $ (0.88) $ (0.39) $ 0.57 $ (6.16)
Discontinued operations 0.01 0.09 — (0.07) (0.59)
Basic net income (loss) per share $ (10.07) $ (0.79) $ (0.39) $ 0.50 $ (6.75)
Diluted net income (loss) per share (3) :
Continuing operations $ (10.08) $ (0.88) $ (0.39) $ 0.56 $ (6.16)
Discontinued operations 0.01 0.09 — (0.07) (0.59)
Diluted net income (loss) per share $ (10.07) $ (0.79) $ (0.39) $ 0.49 $ (6.75)
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. 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.
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As of December 31,
2020 2019 2018 (1)
2017 (1) (2)
2016 (1) (2)
Consolidated Balance Sheet Data: (in thousands)
Cash and cash equivalents $ 850,587 $ 750,887 $ 841,021 $ 880,129 $ 862,977
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
Total Groupon, Inc. 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. 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.
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