Groupon, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents Groupon, Inc. Consolidated Financial Statements As of December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019 and 2018 Page Report of Independent Registered Public Accounting Firm 60 Consolidated Balance Sheets 64 Consolidated Statements of Operations 65 Consolidated Statements of Comprehensive Income (Loss) 66 Consolidated Statements of Stockholders' Equity 67 Consolidated Statements of Cash Flows 68 Notes to Consolidated Financial Statements 70 59 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Groupon, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Groupon, Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021, expressed an unqualified opinion on the Company’s internal control over financial reporting. Change in Accounting Principle As discussed in Notes 2 and 11 to the financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of the guidance in ASC Topic 842, Leases , using the modified retrospective method. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Income Taxes—Foreign Tax Position—Refer to Notes 2 and 17 to the financial statements Critical Audit Matter Description The Company received a proposed income tax assessment from the tax authority in one foreign jurisdiction in the amount of $126.4 million, inclusive of estimated incremental interest from the original assessment. The Company believes the assessment, which primarily relates to transfer pricing on transactions occurring during 2011, is without merit and it intends to vigorously defend itself. 60 Given the complexity of the relevant tax laws and regulations, auditing management’s evaluation and accounting for the tax position associated with the foreign income tax assessment involved especially subjective and complex judgments. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the accounting for the tax position associated with the foreign income tax assessment included the following, among others: • We tested the effectiveness of controls over income taxes, including those over accounting for uncertain tax positions. • With the assistance of our foreign and US income tax specialists, we evaluated management’s analysis regarding the likelihood of sustaining its foreign tax position upon examination by the relevant foreign tax authorities; and, we evaluated management’s estimate of the amount of tax benefit recognized. • We assessed the basis of the Company’s analysis and measurement by: ◦ Obtaining, reading, and evaluating the outside legal opinion received by the Company supporting its foreign tax position ◦ Obtaining, reading, and evaluating the written response from the outside legal counsel representing the Company provided to us as part of our annual legal inquiry process ◦ Obtaining, reading, and evaluating management’s written analysis supporting the accounting position ◦ Making direct inquiries of the outside legal counsel representing the Company in this proposed assessment by the foreign tax authority ◦ Evaluating any developments in the matter during the current fiscal year through inquiry of Company personnel and their outside legal counsel. Goodwill—Refer to Notes 2, 3, and 7 to the financial statements Critical Audit Matter Description The Company’s annual and periodic evaluations of goodwill impairment involve the comparison of the fair value of each of the Company’s reporting units to its carrying value. The Company determines the fair value of its reporting units using the income approach (including discounted cash flows). With respect to the income approach, management makes significant estimates and assumptions related to forecasts of future performance, including revenues, cost of revenue, and operating expenses and risk-adjusted discount rates. The goodwill balance subject to the impairment test was $214.7 million as of December 31, 2020. The Company recorded goodwill impairment charges of $109.5 million for the year ended December 31, 2020. Auditing the estimates and assumptions that impacted the valuation of the reporting units involved especially subjective judgment, specifically related to the forecasts of revenues and cost of revenue and operating expenses and selection of risk-adjusted discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s forecasts of revenues, cost of revenue, and operating expenses and its selection of risk-adjusted discount rates included the following, among others: • We tested the effectiveness of controls over the annual and periodic goodwill impairment assessment, including those over the forecasts. 61 • We evaluated management’s ability to reliably forecast by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results and previous forecasts, (2) internal communications to management and the Board of Directors, (3) macroeconomic forecasts, and (4) forecasts utilized in other areas of the audit to evaluate consistency, where appropriate. Additionally, we obtained and evaluated management’s written analysis supporting the forecasted cash flows. • With the assistance of fair value specialists, we evaluated the reasonableness of the 1) valuation methodology and 2) risk-adjusted discount rates by: ◦ Evaluating whether the fair value models being used are appropriate considering the Company’s circumstances and valuation premise identified ◦ Testing the source information and the mathematical accuracy of the calculation underlying the determination of the risk-adjusted discount rates, and developing a range of independent estimates and comparing those to the risk-adjusted discount rates selected by management. Long-Lived Assets—Refer to Notes 2, 3 and 6 to the financial statements Critical Audit Matter Description The Company determined the significant deterioration in its financial performance due to the disruption in its operations from COVID-19 and the sustained decrease in its stock price required evaluation of its long-lived assets for impairment, which resulted in a $22.4 million impairment of its long-lived assets for the year ended December 31, 2020. The Company determines the fair value of its asset groups using the income approach (including discounted cash flows). With respect to the income approach, management makes significant estimates and assumptions related to forecasts of future performance, including revenue, cost of revenue, and operating expenses and risk-adjusted discount rates. Auditing the estimates and assumptions that impacted the valuation of the asset groups involved especially subjective judgment, specifically related to the forecasts of revenues, cost of revenue, and operating expenses and selection of risk-adjusted discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s forecasts of revenues, cost of revenue, and operating expenses and its selection of risk-adjusted discount rates included the following, among others: • We tested the effectiveness of controls over the long-lived asset impairment assessment, including those over the forecasts. • We evaluated management’s ability to reliably forecast by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results and previous forecasts, (2) internal communications to management and the Board of Directors, (3) macroeconomic forecasts, and (4) forecasts utilized in other areas of the audit to evaluate consistency, where appropriate. Additionally, we obtained and evaluated management’s written analysis supporting the forecasted cash flows. • With the assistance of fair value specialists, we evaluated the reasonableness of the risk-adjusted discount rate by testing the source information and the mathematical accuracy of the calculation and developing a range of independent estimates and comparing those to the risk-adjusted discount rates selected by management. /s/ Deloitte & Touche LLP 62 Chicago, Illinois February 25, 2021 We have served as the Company's auditor since 2017. 63 GROUPON, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2020 2019 Assets Current assets: Cash and cash equivalents $ 850,587 $ 750,887 Accounts receivable, net 42,998 54,953 Prepaid expenses and other current assets 40,441 82,073 Total current assets 934,026 887,913 Property, equipment and software, net 85,284 124,950 Right-of-use assets - operating leases, net 75,349 108,390 Goodwill 214,699 325,017 Intangible assets, net 30,151 35,292 Investments 37,671 76,576 Other non-current assets 34,327 28,605 Total Assets $ 1,411,507 $ 1,586,743 Liabilities and Equity Current liabilities: Short-term borrowings $ 200,000 $ — Accounts payable 33,026 20,415 Accrued merchant and supplier payables 410,963 540,940 Accrued expenses and other current liabilities 294,999 260,192 Total current liabilities 938,988 821,547 Convertible senior notes, net 229,490 214,869 Operating lease obligations 90,927 110,294 Other non-current liabilities 44,428 44,987 Total Liabilities 1,303,833 1,191,697 Commitments and contingencies (see Note 12) Stockholders' Equity Common stock, par value $ 0.0001 per share, 100,500,000 shares authorized; 39,142,896 shares issued and 28,848,779 shares outstanding at December 31, 2020; 38,584,854 shares issued and 28,290,737 shares outstanding at December 31, 2019 (1) 4 4 Additional paid-in capital (1) 2,348,114 2,310,393 Treasury stock, at cost, 10,294,117 shares at December 31, 2020 and December 31, 2019 (1) ( 922,666 ) ( 922,666 ) Accumulated deficit ( 1,320,886 ) ( 1,032,876 ) Accumulated other comprehensive income (loss) 3,109 39,081 Total Groupon, Inc. Stockholders' Equity 107,675 393,936 Noncontrolling interests ( 1 ) 1,110 Total Equity 107,674 395,046 Total Liabilities and Equity $ 1,411,507 $ 1,586,743 (1) Prior period share information and balances have been retroactively adjusted to reflect a reverse stock split. See Note 13, Stockholders' Equity for additional information. See Notes to Consolidated Financial Statements. 64 GROUPON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) Year Ended December 31, 2020 2019 2018 Revenue: Service $ 643,653 $ 1,126,357 1,205,487 Product 773,215 1,092,558 1,431,259 Total revenue 1,416,868 2,218,915 2,636,746 Cost of revenue: Service 79,296 114,462 120,077 Product 660,278 918,324 1,196,068 Total cost of revenue 739,574 1,032,786 1,316,145 Gross profit 677,294 1,186,129 1,320,601 Operating expenses: Marketing 154,534 339,355 395,737 Selling, general and administrative 603,185 806,945 870,961 Goodwill impairment 109,486 — — Long-lived asset impairment 22,351 — — Restructuring and related charges 64,836 31 ( 136 ) Total operating expenses 954,392 1,146,331 1,266,562 Income (loss) from operations ( 277,098 ) 39,798 54,039 Other income (expense), net ( 16,968 ) ( 53,329 ) ( 53,008 ) Income (loss) from continuing operations before provision (benefit) for income taxes ( 294,066 ) ( 13,531 ) 1,031 Provision (benefit) for income taxes ( 7,504 ) 761 ( 957 ) Income (loss) from continuing operations ( 286,562 ) ( 14,292 ) 1,988 Income (loss) from discontinued operations, net of tax 382 2,597 — Net income (loss) ( 286,180 ) ( 11,695 ) 1,988 Net (income) loss attributable to noncontrolling interests ( 1,751 ) ( 10,682 ) ( 13,067 ) Net income (loss) attributable to Groupon, Inc. $ ( 287,931 ) $ ( 22,377 ) $ ( 11,079 ) Basic and diluted net income (loss) per share: (1) Continuing operations $ ( 10.08 ) $ ( 0.88 ) $ ( 0.39 ) Discontinued operations 0.01 0.09 — Basic and diluted net income (loss) per share $ ( 10.07 ) $ ( 0.79 ) $ ( 0.39 ) Weighted average number of shares outstanding: (1) Basic 28,604,115 28,370,417 28,325,555 Diluted 28,604,115 28,370,417 28,325,555 (1) All share and per share information has been retroactively adjusted to reflect a reverse stock split. See Note 13, Stockholders' Equity for additional information. See Notes to Consolidated Financial Statements. 65 GROUPON, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2020 2019 2018 Income (loss) from continuing operations $ ( 286,562 ) $ ( 14,292 ) $ 1,988 Other comprehensive income (loss) from continuing operations: Net change in unrealized gain (loss) on foreign currency translation adjustments ( 35,972 ) 4,858 3,332 Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $ 0 , $ 0 and $ 34 for the years ended December 31, 2020, 2019, and 2018) — ( 379 ) ( 735 ) Other comprehensive income (loss) from continuing operations ( 35,972 ) 4,479 2,597 Comprehensive income (loss) from continuing operations ( 322,534 ) ( 9,813 ) 4,585 Income (loss) from discontinued operations 382 2,597 — Comprehensive income (loss) from discontinued operations 382 2,597 — Comprehensive income (loss) ( 322,152 ) ( 7,216 ) 4,585 Comprehensive income attributable to noncontrolling interests ( 1,751 ) ( 10,682 ) ( 13,067 ) Comprehensive income (loss) attributable to Groupon, Inc. $ ( 323,903 ) $ ( 17,898 ) $ ( 8,482 ) See Notes to Consolidated Financial Statements. 66 GROUPON, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share amounts) Groupon, Inc. Stockholders' Equity Common Stock (1) Additional Paid-In Capital (1) Treasury Stock (1) Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Groupon, Inc. Stockholders' Equity Non-controlling Interests Total Equity Shares Amount Shares Amount Balance at December 31, 2017 37,427,093 $ 4 $ 2,174,779 ( 9,430,112 ) $ ( 867,450 ) $ ( 1,088,204 ) $ 31,844 $ 250,973 $ 872 $ 251,845 Cumulative effect of change in accounting principle due to adoption of ASC Topic 606, net of tax — — — — — 88,945 — 88,945 — 88,945 Reclassification for impact of U.S. tax rate change — — — — — ( 161 ) 161 — — — Comprehensive income (loss) — — — — — ( 11,079 ) 2,597 ( 8,482 ) 13,067 4,585 Exercise of stock options 33,639 — 81 — — — — 81 — 81 Vesting of restricted stock units and performance share units 713,244 — — — — — — — — — Shares issued under employee stock purchase plan 81,053 — 5,634 — — — — 5,634 — 5,634 Shares issued to settle liability-classified awards 62,018 — 6,436 — — — — 6,436 — 6,436 Tax withholdings related to net share settlements of stock-based compensation awards ( 270,075 ) — ( 22,709 ) — — — — ( 22,709 ) — ( 22,709 ) Stock-based compensation on equity-classified awards — — 70,411 — — — — 70,411 — 70,411 Repurchases of common stock — — — ( 162,644 ) ( 10,041 ) — — ( 10,041 ) — ( 10,041 ) Distributions to noncontrolling interest holders — — — — — — — — ( 12,576 ) ( 12,576 ) Balance at December 31, 2018 38,046,972 $ 4 $ 2,234,632 ( 9,592,756 ) $ ( 877,491 ) $ ( 1,010,499 ) $ 34,602 $ 381,248 $ 1,363 $ 382,611 Comprehensive income (loss) — — — — — ( 22,377 ) 4,479 ( 17,898 ) 10,682 ( 7,216 ) Exercise of stock options 3,743 — 40 — — — — 40 — 40 Vesting of restricted stock units and performance share units 720,951 — — — — — — — — — Shares issued under employee stock purchase plan 74,299 — 4,083 — — — — 4,083 — 4,083 Tax withholdings related to net share settlements of stock-based compensation awards ( 261,111 ) — ( 17,413 ) — — — — ( 17,413 ) — ( 17,413 ) Stock-based compensation on equity-classified awards — — 89,051 — — — — 89,051 — 89,051 Repurchases of common stock — — — ( 701,361 ) ( 45,175 ) — — ( 45,175 ) — ( 45,175 ) Distributions to noncontrolling interest holders — — — — — — — — ( 10,935 ) ( 10,935 ) Balance at December 31, 2019 38,584,854 $ 4 $ 2,310,393 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,032,876 ) $ 39,081 $ 393,936 $ 1,110 $ 395,046 Cumulative effect of change in accounting principle due to adoption of ASC Topic 326, net of tax — — — — — ( 79 ) — ( 79 ) — ( 79 ) Comprehensive income (loss) — — — — — ( 287,931 ) ( 35,972 ) ( 323,903 ) 1,751 ( 322,152 ) Vesting of restricted stock units and performance share units 784,385 — — — — — — — — — Shares issued under employee stock purchase plan 69,371 — 1,791 — — — — 1,791 — 1,791 Tax withholdings related to net share settlements of stock-based compensation awards ( 295,714 ) — ( 9,754 ) — — — — ( 9,754 ) — ( 9,754 ) Stock-based compensation on equity-classified awards — — 45,684 — — — — 45,684 — 45,684 Distributions to noncontrolling interest holders — — — — — — — — ( 2,862 ) ( 2,862 ) Balance at December 31, 2020 39,142,896 $ 4 $ 2,348,114 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,320,886 ) $ 3,109 $ 107,675 $ ( 1 ) $ 107,674 (1) All share information and balances have been retroactively adjusted to reflect a reverse stock split. See Note 13, Stockholders' Equity , for additional information. See Notes to Consolidated Financial Statements. 67 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Operating activities Net income (loss) $ ( 286,180 ) $ ( 11,695 ) $ 1,988 Less: Income (loss) from discontinued operations, net of tax 382 2,597 — Income (loss) from continuing operations ( 286,562 ) ( 14,292 ) 1,988 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization of property, equipment and software 77,792 91,410 101,330 Amortization of acquired intangible assets 9,730 14,355 14,498 Impairment of goodwill 109,486 — — Impairment of long-lived assets 22,351 — — Restructuring-related impairment 21,622 — — Stock-based compensation 39,010 81,615 64,821 Impairments of investments 6,684 9,961 10,156 Upward adjustment for observable price change of investment — ( 51,397 ) — Deferred income taxes ( 7,101 ) ( 1,485 ) ( 5,000 ) (Gain) loss from changes in fair value of investments 1,405 72,497 9,064 Amortization of debt discount on convertible senior notes 14,621 13,200 11,916 Change in assets and liabilities, net of acquisitions and dispositions: Accounts receivable 13,524 13,577 32,057 Prepaid expenses and other current assets 42,249 3,176 7,166 Right-of-use assets - operating leases 22,463 26,226 — Accounts payable 11,414 ( 17,401 ) 5,805 Accrued merchant and supplier payables ( 142,624 ) ( 109,176 ) ( 45,268 ) Accrued expenses and other current liabilities 36,159 ( 26,071 ) ( 31,430 ) Operating lease obligations ( 36,864 ) ( 28,552 ) — Other, net ( 18,957 ) ( 6,360 ) 13,752 Net cash provided by (used in) operating activities from continuing operations ( 63,598 ) 71,283 190,855 Net cash provided by (used in) operating activities from discontinued operations — — — Net cash provided by (used in) operating activities ( 63,598 ) 71,283 190,855 Investing activities Purchases of property and equipment and capitalized software ( 48,711 ) ( 67,328 ) ( 69,695 ) Proceeds from sale of intangible assets — — 1,500 Proceeds from sales and maturities of investments 31,605 3,475 8,594 Acquisition of business, net of acquired cash — — ( 58,119 ) Acquisitions of intangible assets and other investing activities ( 4,240 ) ( 3,738 ) ( 18,262 ) Net cash provided by (used in) investing activities from continuing operations ( 21,346 ) ( 67,591 ) ( 135,982 ) Net cash provided by (used in) investing activities from discontinued operations 1,224 — — Net cash provided by (used in) investing activities ( 20,122 ) ( 67,591 ) ( 135,982 ) Financing activities Proceeds from borrowings under revolving credit agreement 200,000 — — Issuance costs for revolving credit agreement ( 1,686 ) ( 2,384 ) — Payments for repurchases of common stock — ( 45,631 ) ( 9,585 ) Taxes paid related to net share settlements of stock-based compensation awards ( 10,607 ) ( 18,105 ) ( 24,105 ) Proceeds from stock option exercises and employee stock purchase plan 1,791 4,123 5,715 Distributions to noncontrolling interest holders ( 2,862 ) ( 10,935 ) ( 12,576 ) Payments of finance lease obligations ( 8,930 ) ( 19,687 ) ( 33,023 ) Payments of contingent consideration related to acquisitions ( 908 ) — ( 1,815 ) Payment of financing obligation related to acquisition — — ( 8,391 ) Other financing activities — — ( 637 ) Net cash provided by (used in) financing activities 176,798 ( 92,619 ) ( 84,417 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations 6,574 ( 3,144 ) ( 11,209 ) Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations 99,652 ( 92,071 ) ( 40,753 ) Less: Net increase (decrease) in cash classified within current assets of discontinued operations 1,224 — — Net increase (decrease) in cash, cash equivalents and restricted cash 98,428 ( 92,071 ) ( 40,753 ) Cash, cash equivalents and restricted cash, beginning of period (1) 752,657 844,728 885,481 Cash, cash equivalents and restricted cash, end of period (1) $ 851,085 $ 752,657 $ 844,728 See Notes to Consolidated Financial Statements. 68 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Supplemental disclosure of cash flow information Income tax payments (refunds) for continuing operations $ 3,262 $ 11,898 $ 2,781 Cash paid for interest 12,749 9,145 9,556 Non-cash investing and financing activities Continuing operations: Equipment acquired under capital lease arrangements $ — $ — $ 18,064 Supplemental cash flow information on our leasing obligations Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ ( 522 ) $ ( 1,021 ) $ — Operating cash flows from operating leases ( 36,864 ) ( 36,723 ) — Right-of-use assets obtained in exchange for lease liabilities: Finance leases — 3,929 — Operating leases 16,415 27,293 — (1) The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the consolidated balance sheets as of December 31, 2020, 2019 and 2018 (in thousands): December 31, 2020 December 31, 2019 December 31, 2018 Cash and cash equivalents $ 850,587 $ 750,887 $ 841,021 Restricted cash included in prepaid expenses and other current assets 498 1,534 3,320 Restricted cash included in other non-current assets — 236 387 Cash, cash equivalents and restricted cash $ 851,085 $ 752,657 $ 844,728 See Notes to Consolidated Financial Statements. 69 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and 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 our marketplace through our mobile applications and our websites, primarily localized groupon.com sites in many countries. Our operations are organized into two segments: North America and International. See Note 21, Segment Information COVID-19 Pandemic For the year ended December 31, 2020, the COVID-19 pandemic has had an adverse impact on our financial condition, results of operations and cash flow, including the impairment of our long-lived assets and goodwill. See Note 3, COVID-19 Pandemic, for more information. 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. See Note 13, Stockholders' Equity , for additional information. 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Groupon, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control and variable interest entities for which we have determined that we are the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the 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. Adoption of New Accounting Standards We adopted the guidance in ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses of Financial Instruments ("CECL"), on January 1, 2020. This ASU requires entities to measure credit losses for financial assets measured at amortized cost based on expected losses over the lifetime of the asset rather than incurred losses. The adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements. We adopted the guidance in ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, on January 1, 2020. This ASU eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. During the first quarter 2020, we determined a triggering event occurred that required us to evaluate our goodwill for impairment, and we recorded an impairment charge as a result of that assessment. See Note 3, COVID-19 Pandemic , for additional information. We adopted the guidance in ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements, on January 1, 2020. This ASU modifies the disclosure requirements in Topic 820, Fair Value Measurements by removing, modifying, or adding certain disclosures. The adoption of ASU 2018-13 did not have a material impact on the consolidated financial statements. 70 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We adopted the guidance in ASU 2016-02, Leases (Topic 842) , on January 1, 2019. This ASU requires the recognition of lease assets and liabilities for operating leases, in addition to the finance lease assets and liabilities historically recorded on our consolidated balance sheets. We adopted Topic 842 using the modified retrospective transition method. Beginning on January 1, 2019, our consolidated financial statements 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. For additional information on the impact of adoption of Topic 842 on our accounting policies, refer to our discussion under Lease and Asset Retirement Obligations below . The modified retrospective transition method required the cumulative effect, if any, of initially applying the guidance to be recognized as an adjustment to our accumulated deficit as of our adoption date. As a result of adopting Topic 842, we recognized additional lease assets and liabilities of $ 109.6 million as of January 1, 2019. The discount rate used to calculate that adjustment was the rate implicit in the lease, unless that rate was not readily determinable. For leases for which the rate was not readily determinable, the discount rate used was our incremental borrowing rate as of the adoption date, January 1, 2019. There was no cumulative effect adjustment to our accumulated deficit as a result of initially applying the guidance. Aside from the impact to our consolidated balance sheet discussed above, lease accounting policies and presentation within the consolidated statement of operations and consolidated statements of cash flows is substantially consistent with historical treatment. We elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed us to carry forward prior conclusions about lease identification, classification and initial direct costs for leases entered into prior to adoption of Topic 842. Additionally, we elected to not separate lease and non-lease components for all of our leases. For leases with a term of 12 months or less, we elected the short-term lease exemption, which allowed us to not recognize right-of-use assets or lease liabilities for qualifying leases existing at transition and new leases we may enter into in the future. We adopted the guidance in ASU 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, on January 1, 2019. This ASU expands the scope to make the guidance for share-based payment awards to nonemployees consistent with the guidance for share-based payment awards to employees. The adoption of ASU 2018-07 did not have a material impact on the consolidated financial statements. We adopted the guidance in ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, on January 1, 2019. This ASU requires entities in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40, Internal-Use Software , to determine which costs to implement the service contract would be capitalized as an asset related to the service contract and which costs would be expensed. The requirements of ASU 2018-15 have been applied on a prospective basis to implementation costs incurred on or after January 1, 2019. As a result of the adoption of ASU 2018-15, we capitalized $ 10.5 million and $ 7.4 million of implementation costs for the years ended December 31, 2020 and 2019. We recognized $ 1.7 million of amortization related to these implementation costs for the year ended December 31, 2020. We did no t recognize any amortization related to these implementation costs for the year ended December 31, 2019. 71 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We adopted the guidance in ASC Topic 606, Revenue from Contracts with Customers , on January 1, 2018. Topic 606 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. We adopted Topic 606 using the modified retrospective method. Beginning on January 1, 2018, results are presented in accordance with the revised policies. The adoption of Topic 606 did not significantly impact our presentation of revenue on a gross or net basis. For additional information on the impact of adoption of Topic 606 on our accounting policies, refer to our discussion under Revenue Recognition below . We recorded a net reduction to our opening accumulated deficit of $ 88.9 million, which is net of a $ 6.7 million income tax effect, as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The following table summarizes balance sheet accounts impacted by the cumulative effect of adopting Topic 606 (in thousands): Increase (decrease) to beginning accumulated deficit Prepaid expenses and other current assets $ ( 4,007 ) Other non-current assets ( 10,223 ) Accrued merchant and supplier payables ( 64,970 ) Accrued expenses and other current liabilities ( 13,188 ) Other non-current liabilities 3,443 Effect on beginning accumulated deficit $ ( 88,945 ) We adopted the guidance in ASU 2016-01, Financial Instruments (Topic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities , as amended, on January 1, 2018. This ASU generally requires equity investments to be measured at fair value with changes in fair value recognized through net income and eliminates the cost method for equity securities. However, for equity investments without readily determinable fair values, the ASU permits entities to elect to measure the investments at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through net income. We applied that measurement alternative to our equity investments that were previously accounted for under the cost method. The adoption of ASU 2016-01 did not have a material impact on the consolidated financial statements. We adopted the guidance in ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash , on January 1, 2018. This ASU requires companies to include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period amounts shown on the consolidated statements of cash flows. Previously, changes in restricted cash were reported within cash flows from operating activities. We adopted the guidance in ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) - Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets , on January 1, 2018. This ASU is meant to clarify the scope of ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets , and to add guidance for partial sales of nonfinancial assets. The adoption of ASU 2017-05 did not have a material impact on the consolidated financial statements. We adopted the guidance in ASU 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , on January 1, 2018. This ASU requires employers to include only the service cost component of net periodic pension cost in operating expenses, together with other employee compensation costs. The other components of net periodic pension cost, including interest cost, expected return on plan assets, amortization of prior service cost and settlement and curtailment effects, are to be included in non-operating expenses. The adoption of ASU 2017-07 did not have a material impact on the consolidated financial statements. We adopted the guidance in ASU 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting , on January 1, 2018. This ASU clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. The adoption of ASU 2017-09 did not have a material impact on the consolidated financial statements. 72 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We adopted the guidance in ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Jobs Act"). As a result of the adoption of ASU 2018-02, we reclassified $ 0.2 million from accumulated other comprehensive income to accumulated deficit. Reclassifications Certain reclassifications have been made to the consolidated financial statements of prior periods and the accompanying notes to conform to the current period presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates in our consolidated financial statements include, but are not limited to, 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. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Restricted cash represents amounts that we are unable to access for operational purposes. These amounts primarily relate to withholdings from employee paychecks under our employee stock purchase plan ("ESPP"). Accounts Receivable, Net 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, bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses. Inventories Inventories, consisting of merchandise purchased for resale, are accounted for using the first-in, first-out method of accounting and are valued at the lower of cost or net realizable value. We write down our inventory to the lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory write-down represents a new cost basis. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. Generally, the useful lives are three to five years for computer hardware, office equipment and furniture and fixtures and the shorter of the term of the lease or five years for leasehold improvements and assets under finance leases. 73 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Internal-Use Software We incur costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within Property, equipment and software, net on the consolidated balance sheets. Amortization of internal-use software is recorded on a straight-line basis over the two-year estimated useful life of the assets. Cloud Computing Costs We have entered into non-cancelable cloud computing hosting arrangements for which we incur implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within Other current and non-current assets on the consolidated balance sheets. Amortization of implementation costs is recorded on a straight-line basis over the term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are recorded primarily in Selling, general and administrative expense on the consolidated statements of operations. Goodwill Goodwill is allocated to our reporting units at acquisition. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. We evaluate goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more-likely-than-not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit's fair value. If the fair value of the reporting unit is in excess of its carrying value, the related goodwill is not impaired. If the fair value is less than the carrying value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. During the first quarter 2020, we determined a triggering event occurred that required us to evaluate our goodwill for impairment, and we recorded an impairment charge as a result of that assessment. During the third quarter 2020, we exited our operations in Japan and New Zealand, which represents the majority of the countries in our Asia Pacific reporting unit. As a result, we combined the remainder of the Asia Pacific reporting unit and the EMEA reporting unit into a single International reporting unit, consistent with how management reviews the operating results of the business. See Note 3, COVID-19 Pandemic , and Note 7, Goodwill and Other Intangible Assets, for more information. Investments Investments in equity shares without a readily determinable fair value and for which we do not have the ability to exercise significant influence are accounted for at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through net income (loss). Those investments are classified within Investments on the consolidated balance sheets. We have investments in common stock or in-substance common stock for which we have the ability to exercise significant influence and we have made an irrevocable election to account for those investments at fair value. Those investments are classified within Investments on the consolidated balance sheets. Investments in convertible debt securities and convertible redeemable preferred shares are accounted for as available-for-sale securities, which are classified within Investments on the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other 74 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) comprehensive income (loss) on the consolidated balance sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the consolidated statements of operations. Other-than-Temporary Impairment of Investments We conduct reviews of our available-for-sale investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in Accumulated other comprehensive income (loss) for available-for-sale securities. Income Taxes We account for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. We regularly review deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. See Note 17, Income Taxes , for further information about our valuation allowance assessments. We are subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions or by changes in the relevant laws, regulations, principles and interpretations. We account for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Lease and Asset Retirement Obligations We have entered into various non-cancelable operating lease agreements for our offices and data centers and non-cancelable finance lease agreements for property and equipment. Significant judgment is required when determining whether a contract is or contains a lease. We review contracts to determine whether the language conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We classify leases at their commencement as either operating or finance leases. We may receive renewal or expansion options, rent holidays, leasehold improvements or other incentives on certain lease agreements. We recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease. Lease liabilities are measured based on the present value of the minimum lease payments discounted by a rate determined as of the date of commencement. Right-of-use assets are measured based on the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives. Minimum lease payments made under operating and finance leases are apportioned between interest expense and a reduction of the related operating and finance lease obligations. Operating lease costs, including interest expense on operating leases, are presented 75 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) within Selling, general and administrative expense on the consolidated statements of operations and the related operating lease obligation is presented within Accrued expenses and other current liabilities and Operating lease obligations on the consolidated balance sheets. Amortization and interest expense on finance leases are presented within Selling, general and administrative expense and Other income (expense), net, respectively, on the consolidated statements of operations and the related finance lease obligation is presented within Accrued expenses and other current liabilities and Other non-current liabilities on the consolidated balance sheets. As discussed above, the present value of minimum lease payments is used in determining the value of our operating and finance lease liabilities. The discount rate used to calculate the present value for lease payments is the rate implicit in the lease, unless that rate cannot be readily determined. For leases in which the rate implicit in the lease is not readily determinable, the discount rate is our incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Certain lease agreements include variable lease costs which are primarily related to costs that are dependent on our usage of the underlying asset or lease payments that are dependent on an index when that index has changed since lease commencement. Those costs are expenses in the period in which they are incurred. We establish liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Those costs are capitalized and amortized over the lease term, and the recorded liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within Selling, general and administrative expense on the consolidated statements of operations. We have also subleased certain office facilities under operating lease agreements, for which we recognize sublease income on a straight-line basis over their respective lease terms. Sublease income is generally presented within Selling, general and administrative expense on the consolidated statements of operations. Revenue Recognition We recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. We offer goods and services through our online marketplaces in three primary categories: Local, Goods and Travel. Service revenue Service revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Those transactions generally involve a customer's purchase of a voucher through one of our online marketplaces that can be redeemed by the customer with a third-party merchant for goods or services (or for discounts on goods or services). Service revenue from those transactions 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 recognize revenue from those transactions when our commission has been earned, which occurs when a sale through one of our online marketplaces is completed and the related voucher has been made available to the customer. We believe that our remaining obligations to remit payment to the merchant and to provide information about vouchers sold are administrative activities that are immaterial in the context of the contract with the merchant. Revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. We recognize those commissions as revenue in the period in which the underlying transactions between the customer and the third-party merchant are completed. Additionally, we earn advertising revenue when the advertiser's logo or website link has been included on our websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser. 76 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Product revenue We generate product revenue from our sales of first-party Goods transactions, which are direct sales of merchandise inventory. For product revenue transactions, we are the primary party responsible for providing the good to the customer, we have inventory risk and we have discretion in establishing prices. As such, product revenue is reported on a gross basis as the purchase price received from the customer. Product revenue, including associated shipping revenue, is recognized when title passes to the customer upon delivery of the product. 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 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. In 2020, we have increased our constraint on revenue from unredeemed vouchers as customer redemptions have decreased due to the impacts of COVID-19 and may not be reflective of future redemption behavior. If actual redemptions differ from our estimates, the effects could be material to the consolidated financial statements. Refunds Refunds are recorded as a reduction of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the consolidated balance sheets. We estimate our refund reserve using historical refund experience by category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to our refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. In 2020, we have experienced increased refund levels due to the impacts of COVID-19. If actual refunds differ from our estimates, the effects could be material to the consolidated financial statements. Discounts, Customer Credits and Other Consideration Payable to Customers We provide discount offers to encourage purchases of goods and services through our online marketplaces. We record discounts as a reduction of revenue. Additionally, we issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for customer relationship purposes. Credits issued to satisfy refund requests are applied as a reduction to the refund reserve and customer credits issued for relationship purposes are classified as a reduction of revenue. Breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used. Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant or for merchandise inventory sold by us. When customer credits are redeemed for goods or services provided by a third-party merchant, service 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. When customer credits are redeemed for merchandise inventory sold by us, product revenue is recognized on a gross basis equal to the amount of the customer credit liability derecognized. Historically, customer credits have primarily been used within one year of issuance; however, usage patterns have been impacted from changes in customer behavior due to COVID-19. Sales and Related Taxes Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue. 77 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Those costs are classified within Selling, general and administrative expense in the consolidated statements of operations. Cost of Revenue Cost of revenue is comprised of direct and certain indirect costs incurred to generate revenue. Costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees are attributed to the cost of service and product revenue in proportion to gross billings during the period. For product revenue transactions, cost of revenue also includes the cost of inventory, shipping and fulfillment costs and inventory markdowns. Fulfillment costs are comprised of third-party logistics provider costs, as well as rent, depreciation, personnel costs and other costs of operating our fulfillment center. Impairment of Long-Lived Assets We review our long-lived assets, such as property, equipment and software, intangible assets and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. During the first quarter 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment, and we recorded an impairment charge as a result of that assessment. See Note 3, COVID-19 Pandemic , for more information. During the year ended December 31, 2020, we recognized long-lived asset impairment charges related to our restructuring plan. See Note 16 Restructuring and Related Charges , for more information. Stock-Based Compensation We measure stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. We present stock-based compensation expense within the consolidated statements of operations based on the classification of the respective employees' cash compensation. See Note 14, Compensation Arrangements . Foreign Currency Balance sheet accounts of our operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the consolidated balance sheet dates. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within Accumulated other comprehensive income on the consolidated balance sheets. Foreign currency gains and losses resulting from transactions that are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other income (expense), net on the consolidated statements of operations. 78 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Business Combinations The results of businesses acquired are included in the consolidated financial statements beginning on the respective acquisition dates. The fair value of consideration transferred in business combinations is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired. We may pay a premium for a number of reasons, including growing our merchant base and acquiring an assembled workforce. The goodwill from business combinations is generally not deductible for tax purposes. Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The ASU will be effective for annual reporting periods beginning after December 15, 2020 and interim periods within those annual periods and early adoption is permitted. We believe that the adoption of this guidance will not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments . This ASU amends a wide variety of Topics in the Codification, including revolving-debt arrangements and allowance for credit losses related to leases. This ASU will be effective for annual reporting periods beginning after December 15, 2020 and interim periods within those annual periods and early adoption is permitted. We believe that the adoption of this guidance will not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity, and also improves and amends the related EPS guidance for both Subtopics. This ASU will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We believe the accounting for our convertible senior notes will be affected by ASU 2020-06, however, we are still assessing the impact on our consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . This ASU amends a variety of Topics, including presentation and disclosures of financial statements, interim reporting, accounting changes and error corrections. This ASU will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within those annual periods beginning after December 15, 2022 and early adoption is permitted. We are still assessing the impact of ASU 2020-10 on our consolidated financial statements. There are no other accounting standards that have been issued but not yet adopted that we believe could have a material impact on our consolidated financial statements. 79 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. COVID-19 PANDEMIC Since March 2020, the COVID-19 pandemic has led to a significant decrease in consumer demand, a decrease in customer redemptions and elevated refund levels due to changes in consumer behavior and actions taken by governments to control the spread of COVID-19, including quarantines, travel restrictions, as well as business restrictions and shutdowns. The COVID-19 pandemic has had an adverse impact on our financial condition, results of operations and cash flows. Recovery from the COVID-19 pandemic could be volatile and prolonged given the unprecedented and continuously evolving nature of the situation. We continue to monitor the impact of COVID-19 on our business. We plan to continue to actively manage and optimize our cash balances and liquidity, working capital and operating expenses, although there can be no assurances that we will be able to do so. In 2020, we took several steps to reduce costs, preserve cash in the near-term and improve liquidity, including, but not limited to: reducing our workforce and furloughing staff; continuing to sell Goods on our platform instead of quickly exiting the category; reducing marketing expense by significantly shortening payback thresholds and delaying brand marketing investments; transitioning merchants to redemption payment terms, instead of fixed payment terms; implementing a hiring freeze; eliminating broad-based merit increases for employees; replacing cash compensation with equity compensation in 2020 for all members of our Board of Directors ("the Board"); and amending our Credit Agreement (See Note 10, Financing Arrangements) to, among other things, provide covenant relief through the first quarter of 2021. The future impact of COVID-19 on our business, results of operations, financial condition and liquidity is highly uncertain and will ultimately depend on future developments, including the magnitude and duration of the pandemic and the protective measures associated with reducing its spread. During the first quarter 2020, we determined the significant deterioration in our financial performance due to the disruption in our operations from COVID-19 and the sustained decrease in our stock price required us to evaluate our long-lived assets and goodwill for impairment, which resulted in impairments of our long-lived assets and goodwill. See Note 6, Property, Equipment and Software, Net , Note 7, Goodwill and Other Intangible Assets , Note 9, Supplemental Consolidated Balance Sheets and Statements of Operations Information and Note 11, Leases, for more information. In April 2020, the Board approved a multi-phase restructuring plan related to our previously announced strategic shift and as part of the cost cutting measures implemented in response to the impact of COVID-19 on our business. Actions taken under our restructuring plan changed how we used certain long-lived assets and required us to evaluate those long-lived assets for impairment, which resulted in impairments of our long-lived assets. These impairments are included in Restructuring and related charges on the consolidated statement of operations. See Note 16, Restructuring and Related Charges, for more information. COVID-19 impacted the financial performance of our investees and resulted in an impairment of an Other equity investment and a loss on a fair value option investment that are included in Other income (expense), net on the consolidated statement of operations. See Note 8, Investments, for more information. 80 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. DISCONTINUED OPERATIONS In October 2016, we completed a strategic review of our international markets and decided to pursue strategic alternatives for our operations in 12 countries, which were primarily based in Asia and Latin America. The dispositions of our operations in those 12 countries were completed between November 2016 and March 2017. In connection with the dispositions of our operations in Latin America, we recorded indemnification liabilities for certain tax and other matters. See Note 12, Commitments and Contingencies , for additional information about the indemnification liabilities. For the years ended December 31, 2020 and 2019, we recognized $ 0.4 million and $ 2.6 million in income (loss) from discontinued operations, net of tax primarily for a gain related to the expiration of certain contingent liabilities under indemnification agreements. There was no activity related to discontinued operations for the year ended December 31, 2018. 5. BUSINESS COMBINATIONS On April 30, 2018, we acquired 80 % of the outstanding shares of Cloud Savings Company, Ltd. ("Cloud Savings"), a UK-based business that operates online discount code and digital gift card platforms. Concurrent with the acquisition, we entered into an agreement that gave us the right to acquire the remaining outstanding shares of Cloud Savings, and in December 2018 we exercised that right. The primary purpose of this acquisition was to expand digital coupon offerings in our International segment. The aggregate acquisition-date fair value of the consideration transferred for the Cloud Savings acquisition was $ 74.6 million. The results of the Cloud Savings acquisition were included in the consolidated financial statements beginning on the acquisition date of April 30, 2018. The revenue and net income of Cloud Savings included in our consolidated statements of operations were $ 12.9 million and $ 1.1 million for the period from April 30, 2018 through December 31, 2018. Pro forma results of operations for the Cloud Savings acquisition are not presented because the pro forma effects of that acquisition were not material to our consolidated results of operations. We did not acquire any other businesses during the years ended December 31, 2020, 2019 and 2018. 6. PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes property, equipment and software, net as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Warehouse equipment $ — $ 5,144 Furniture and fixtures 5,005 9,113 Leasehold improvements 24,808 47,927 Office equipment 676 1,735 Purchased software 435 7,207 Computer hardware 121,307 143,118 Internally-developed software (1) 264,103 222,140 Total property, equipment and software, gross 416,334 436,384 Less: accumulated depreciation and amortization ( 331,050 ) ( 311,434 ) Property, equipment and software, net $ 85,284 $ 124,950 (1) The net carrying amount of internally-developed software was $ 57.9 million and $ 71.1 million as of December 31, 2020 and 2019. Due to the triggering event and subsequent review of long-lived assets for impairment in the first quarter of 2020 described in Note 3, COVID-19 Pandemic , we recognized long-lived asset impairment of property, equipment and software, net of $ 15.2 million within our International segment related to our EMEA operations. The assets that we deemed impaired were written down to fair value based on the discounted cash flow method that uses Level 3 inputs. The significant estimates used in the discounted cash flow models are the risk- 81 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) adjusted discount rates; forecasted revenue, cost of revenue and operating expenses; forecasted capital expenditures and working capital needs; weighted-average cost of capital; rates of long-term growth; and income tax rates. The following table summarizes impairment for long-lived assets by asset type for the year ended December 31, 2020 (in thousands), of which $ 9.6 million is included in $ 22.4 million of Long-lived asset impairment and $ 5.6 million is included in $ 21.6 million of Restructuring and related charges on the consolidated statements of operations: Long-Lived Asset Category Impairment Property, equipment and software, net Furniture and fixtures $ 413 Leasehold improvements 8,419 Office equipment 198 Purchased software 14 Computer hardware 2,842 Capitalized software 304 Internally-developed software 2,988 Total $ 15,178 Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Service cost of revenue $ 28,443 $ 28,917 $ 28,102 Product cost of revenue 9,434 6,466 8,467 Selling, general and administrative 39,915 56,027 64,761 Total $ 77,792 $ 91,410 $ 101,330 The above amounts include amortization of internally-developed software of $ 58.8 million, $ 56.6 million and $ 53.9 million, and amortization expense on assets under finance leases of $ 6.7 million, $ 18.9 million and $ 30.2 million, for the years ended December 31, 2020, 2019 and 2018. 82 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes goodwill activity by segment for the years ended December 31, 2020 and 2019 (in thousands): North America International (1) Consolidated Balance as of December 31, 2018 $ 178,685 $ 146,806 $ 325,491 Foreign currency translation — ( 474 ) ( 474 ) Balance as of December 31, 2019 $ 178,685 $ 146,332 $ 325,017 Impairment — ( 109,486 ) ( 109,486 ) Foreign currency translation — ( 832 ) ( 832 ) Balance as of December 31, 2020 $ 178,685 $ 36,014 $ 214,699 (1) As of December 31, 2020, the International reporting unit had a negative carrying value. Due to the triggering event and subsequent review of goodwill for impairment in the first quarter of 2020, as described in Note 3, COVID-19 Pandemic , we recognized goodwill impairment of $ 109.5 million within our International segment related to our EMEA operations. In order to evaluate goodwill for impairment in the first quarter 2020, we compared the fair values of our three reporting units (North America, EMEA and Asia Pacific) to their carrying values. In determining fair values for our reporting units, we used the discounted cash flow method and the market multiple valuation approach that use Level 3 inputs. The significant estimates used in the discounted cash flow models are the risk-adjusted discount rates; forecasted revenue, cost of revenue and operating expenses; forecasted capital expenditures and working capital needs; weighted average cost of capital; rates of long-term growth; and income tax rates. These estimates considered the recent deterioration in financial performance of the reporting units as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples. We did no t recognize any goodwill impairment in our North America or Asia Pacific reporting units. During the third quarter 2020, we exited our operations in Japan and New Zealand as part of our restructuring plan, which represents the majority of the countries in our Asia Pacific reporting unit. As a result, we combined the remainder of the Asia Pacific reporting unit and the EMEA reporting unit into a single International reporting unit, consistent with how management reviews the operating results of the business. As a result of the change in reporting units, we performed a qualitative assessment of potential goodwill impairment for the new International reporting unit and performed separate qualitative assessments of potential goodwill impairment for our Asia Pacific and EMEA reporting units immediately prior to the change. Based on those assessments, which considered current market conditions and recent business performance, we determined that the likelihood of a goodwill impairment did not reach the more-likely-than-not threshold. Accordingly, we concluded that goodwill relating to those reporting units was not impaired and further quantitative testing was not required to be performed. We did not identify any other triggering events that required us to evaluate goodwill impairment in our North America or International reporting units during the remainder of 2020. Additionally, we concluded that there was no goodwill impairment for either of our reporting units as a result of our annual goodwill impairment analysis. Therefore, we did not recognize additional goodwill impairment for any of our reporting units during the year ended December 31, 2020. There was no goodwill impairment for the years ended December 31, 2019 and 2018. 83 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes intangible assets as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships $ — $ — $ — $ 16,200 $ 16,200 $ — Merchant relationships 20,208 9,236 10,972 22,193 8,268 13,925 Trade names 9,651 7,921 1,730 9,558 7,369 2,189 Developed technology 2,121 1,863 258 3,651 2,685 966 Patents 10,813 4,697 6,116 23,021 18,167 4,854 Other intangible assets 17,823 6,748 11,075 26,115 12,757 13,358 Total $ 60,616 $ 30,465 $ 30,151 $ 100,738 $ 65,446 $ 35,292 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 from continuing operations related to intangible assets was $ 9.7 million, $ 14.4 million and $ 14.5 million for the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020, our estimated future amortization expense related to intangible assets is as follows (in thousands): 2021 $ 8,551 2022 7,955 2023 6,780 2024 3,065 2025 1,481 Thereafter 2,319 Total $ 30,151 84 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. INVESTMENTS The following table summarizes investments as of December 31, 2020 and 2019 (dollars in thousands): December 31, 2020 Percent Ownership of Voting Stock December 31, 2019 Percent Ownership of Voting Stock Available-for-sale securities - redeemable preferred shares $ — 19 % to 25 % $ — 19 % to 25 % Fair value option investments — 10 % to 19 % 1,405 10 % to 19 % Other equity investments 37,671 1 % to 19 % 75,171 1 % to 19 % Total investments $ 37,671 $ 76,576 Available-for-Sale Securities The fair value of redeemable preferred shares was $ 0.0 million as of December 31, 2020 and 2019. We recorded $ 10.0 million and $ 5.6 million of impairments of available-for-sale securities for the years ended December 31, 2019 and 2018 due to declines in the financial performance of the investee. Those impairments are classified within Other income (expense), net on the consolidated statements of operations. In September 2018, we sold an available-for-sale security for total consideration of $ 8.6 million, which approximated its carrying amount and amortized cost as of the closing date. Fair Value Option Investments In connection with the dispositions of controlling stakes in Ticket Monster, an entity based in the Republic of Korea, and Groupon India in prior periods, we obtained minority investments in Monster Holdings LP ("Monster LP") and in Nearbuy Pte Ltd. ("Nearbuy"). We made an irrevocable election to account for both of those investments at fair value with changes in fair value reported in earnings. We elected to apply fair value accounting to those investments because we believe that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. Our election to apply fair value accounting to those investments has and may continue to cause fluctuations in our earnings from period to period. The following table summarizes gains and losses due to changes in fair value of those investments for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Monster LP $ — $ ( 69,408 ) $ ( 9,509 ) Nearbuy ( 1,405 ) ( 3,089 ) 445 Total $ ( 1,405 ) $ ( 72,497 ) $ ( 9,064 ) Monster LP In 2015, we completed the sale of a controlling stake in Ticket Monster to an investor group, whereby we contributed all of the issued and outstanding share capital of Ticket Monster to Monster LP in exchange for Class B units of Monster LP, a newly-formed limited partnership, and $ 285.0 million in cash consideration. In February 2017, we participated in a recapitalization transaction with Monster LP whereby it exchanged all of its Class B units for 16,609,195 newly issued Class A-1 units. Upon closing of the transaction, we own 57 % of the outstanding Class A-1 units, which represents 9 % of the total outstanding partnership units. Following the February 2017 recapitalization transaction, the Class A-1 units are entitled to a $ 150.0 million liquidation preference, including an $ 85.0 million liquidation preference attributable to the Class A-1 units held by us, which must be paid prior to any distributions to the holders of the Class A-2, Class B and Class C units. Class A-1 unit holders are also entitled to share in distributions between $ 950.0 million and $ 1,494.0 million in accordance with the terms of Monster LP's distribution waterfall and in distributions in excess of $ 1,494.0 million based on their pro rata ownership of total outstanding partnership units. As a result of the February 2017 recapitalization transaction, we currently hold an investment in the most senior equity units in Monster LP’s capital structure. 85 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) However, while providing more downside protection, those Class A-1 units provide less opportunity for appreciation than the Class B units previously held by us. We determined that the fair value of our investment in Monster LP was $ 0.0 million as of December 31, 2020 and 2019. In 2019 we recognized a $ 69.4 million loss from changes in the fair value of our investment in Monster LP mainly due to revised cash flow projections provided by Monster LP and an increase in the discount rate applied to those forecasts to 26.0 % as of March 31, 2019, as compared with 21.0 % as of December 31, 2018. The revisions to the financial projections were made as a result of the deterioration in Ticket Monster's financial condition and continued underperformance compared with prior projections. Nearbuy In 2015, Groupon India completed an equity financing transaction with a third-party investor that obtained a majority voting interest in the entity, whereby (a) the investor contributed $ 17.0 million in cash to Nearbuy, a newly formed Singapore-based entity, in exchange for Series A Preference Shares and (b) we contributed the shares of Groupon India to Nearbuy in exchange for seed preference shares of Nearbuy. In January 2017, Nearbuy issued additional Series A Preference Shares to its controlling investor for total proceeds of $ 3.0 million. Upon closing of that transaction, the Series A Preference Shares are entitled to a $ 20.0 million liquidation preference, which must be paid prior to any distributions to other equity holders. In December 2017, Nearbuy sold its subsidiary Nearbuy India Pte Ltd., which represented substantially all of its business operations, to a third-party investor in exchange for a minority investment in the acquirer. We determined that the fair value of our investment in Nearbuy was $ 0.0 million as of December 31, 2020 and $ 1.4 million as of December 31, 2019. During the first quarter 2020, we recognized a $ 1.4 million loss from changes in the fair value of our investment in Nearbuy due to revised cash flow projections and an increase in the discount rate applied to those forecasts, which increased to 30 % as of March 31, 2020, as compared with 20 % as of December 31, 2019. The revisions to the financial projections and the increase in the discount rate applied as of March 31, 2020 were due to the deterioration in the financial condition of Nearbuy as a result of COVID-19, which resulted in underperformance as compared with prior projections and an increase to financial projection risk. In 2019, we recognized a $ 3.1 million loss from changes in the fair value of our investment in Nearbuy due to revised cash flow projections. Other Equity Investments Other equity investments represent equity investments without readily determinable fair values. We have elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes and impairments. The following table summarizes other equity investment activity for the years ended December 31, 2020 and 2019 (in thousands): Balance as of December 31, 2018 $ 24,273 Upward adjustments for observable price changes 51,397 Dispositions ( 640 ) Foreign currency translation 141 Balance as of December 31, 2019 $ 75,171 Impairment of investments included in earnings ( 6,684 ) Dispositions ( 33,843 ) Foreign currency translation 3,027 Balance as of December 31, 2020 $ 37,671 In the first quarter 2020, we recorded a $ 6.7 million impairment to an other equity method investment as a result of revised cash flow projections and a deterioration in financial condition due to COVID-19. This impairment is classified within Other income (expense), net on the consolidated statements of operations. We did not recognize any other impairments to other equity investments during the year ended December 31, 2020. 86 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In the fourth quarter 2019, we adjusted the carrying value of an other equity investment due to observable price changes in orderly transactions, which resulted in an unrealized gain of $ 51.4 million. This unrealized gain is classified within Other income (expense), net on the consolidated statements of operations for the year ended December 31, 2019. During the first quarter 2020, we sold 50 % of our shares in that investment for total cash consideration of $ 34.0 million, which approximated the cost adjusted for observable price changes as of December 31, 2019. For the year ended December 31, 2018, we recorded a $ 4.6 million impairment of an other equity investment. This impairment is classified within Other income (expense), net on the consolidated statements of operations. 9. SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes other income (expense), net for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Interest income $ 6,351 $ 7,744 $ 6,420 Interest expense ( 33,192 ) ( 23,593 ) ( 21,909 ) Changes in fair value of investments ( 1,405 ) ( 72,497 ) ( 9,064 ) Foreign currency gains (losses), net 17,919 ( 5,960 ) ( 20,325 ) Impairments of investments ( 6,684 ) ( 9,961 ) ( 10,156 ) Upward adjustment for observable price change of investment — 51,397 — Other 43 ( 459 ) 2,026 Other income (expense), net $ ( 16,968 ) $ ( 53,329 ) $ ( 53,008 ) The following table summarizes prepaid expenses and other current assets as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Merchandise inventories $ 1,280 $ 25,426 Prepaid expenses 18,038 27,077 Income taxes receivable 5,437 4,791 Other 15,686 24,779 Total prepaid expenses and other current assets $ 40,441 $ 82,073 87 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes other non-current assets as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Deferred income tax $ 11,593 $ 4,829 Debt issue costs, net 1,852 2,156 Deferred contract acquisition costs 5,315 10,133 Deferred cloud implementation costs (1) 10,402 7,372 Other 5,165 4,115 Total other non-current assets $ 34,327 $ 28,605 (1) Following our review of long-lived assets for impairment in the first quarter of 2020, as described in Note 3, COVID-19 Pandemic , we recognized $ 0.9 million of long-lived asset impairments related to our EMEA operations, which is included in Other non-current assets. See Note 3, COVID-19 Pandemic , for more information. The following table summarizes accrued merchant and supplier payables as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Accrued merchant payables $ 303,260 $ 366,573 Accrued supplier payables (1) 107,703 174,367 Total accrued merchant and supplier payables $ 410,963 $ 540,940 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. 88 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes accrued expenses and other current liabilities as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Refund reserve $ 33,173 $ 22,002 Compensation and benefits 54,958 49,009 Accrued marketing 15,299 41,110 Restructuring-related liabilities 13,746 — Customer credits 61,006 13,764 Income taxes payable 7,862 5,044 Deferred revenue 11,223 17,951 Deferred payroll taxes (1) 2,922 — Operating and finance lease obligations 37,755 40,768 Deferred cloud computing contract incentive 3,000 — Other 54,055 70,544 Total accrued expenses and other current liabilities $ 294,999 $ 260,192 (1) We have elected to defer certain payroll taxes under the Coronavirus Aid, Relief and Economic Security ("CARES") Act. These amounts are due by December 31, 2021. The following table summarizes other non-current liabilities as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Contingent income tax liabilities $ 25,593 $ 30,121 Finance lease obligations 730 5,831 Restructuring-related liabilities 385 — Deferred income taxes 3,170 3,903 Deferred payroll taxes (1) 2,922 — Deferred cloud computing contract incentive 4,250 — Other 7,378 5,132 Total other non-current liabilities $ 44,428 $ 44,987 (1) We have elected to defer certain payroll taxes under the Coronavirus Aid, Relief and Economic Security ("CARES") Act. These amounts are due by December 31, 2022. 89 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes the activity for accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2020, 2019 and 2018 (in thousands): Foreign currency translation adjustments Unrealized gain (loss) on available-for-sale securities Total Balance as of December 31, 2017 $ 30,962 $ 882 $ 31,844 Other comprehensive income (loss) before reclassification adjustments 3,332 ( 841 ) 2,491 Reclassification adjustments included in net income (loss) — 106 106 Other comprehensive income (loss) 3,332 ( 735 ) 2,597 Reclassification for impact of U.S. tax rate change — 161 161 Balance as of December 31, 2018 34,294 308 34,602 Other comprehensive income (loss) before reclassification adjustments 4,858 ( 379 ) 4,479 Reclassification adjustments included in net income (loss) — — — Other comprehensive income (loss) 4,858 ( 379 ) 4,479 Balance as of December 31, 2019 39,152 ( 71 ) 39,081 Other comprehensive income (loss) before reclassification adjustments ( 35,972 ) — ( 35,972 ) Reclassification adjustments included in net income (loss) — — — Other comprehensive income (loss) ( 35,972 ) — ( 35,972 ) Balance as of December 31, 2020 $ 3,180 $ ( 71 ) $ 3,109 10. FINANCING ARRANGEMENTS Convertible Senior Notes On April 4, 2016, we issued $ 250.0 million in aggregate principal amount of convertible senior notes (the "Notes") in a private placement to A-G Holdings, L.P. ("AGH"). Michael Angelakis, the chairman and chief executive officer of Atairos Group, Inc. ("Atairos"), joined our Board of Directors (the "Board") in connection with the issuance of the Notes. Atairos controls the voting power of AGH. The net proceeds from this offering were $ 243.2 million after deducting issuance costs. The Notes bear interest at a rate of 3.25 % per annum, payable annually in arrears on April 1 of each year, beginning on April 1, 2017. The Notes will mature on April 1, 2022, subject to earlier conversion or redemption. Each $ 1,000 of principal amount of the Notes initially is convertible into 9.25926 shares of common stock, which is equivalent to an initial conversion price of $ 108.00 per share, subject to adjustment upon the occurrence of specified events. Upon conversion, we can elect to settle the conversion value in cash, shares of our common stock, or any combination of cash and shares of our common stock. Holders of the Notes may convert their Notes at their option at any time until the close of business on the scheduled trading day immediately preceding the maturity date. In addition, if specified corporate events occur prior to the maturity date, we may be required to increase the conversion rate for holders who elect to convert based on the effective date of such event and the applicable stock price attributable to the event, as set forth in a table contained in the indenture governing the Notes (the "Indenture"). Based on the closing price of the common stock of $ 37.99 as of December 31, 2020, the if-converted value of the Notes was less than the principal amount. With certain exceptions, upon a fundamental change (as defined in the Indenture), the holders of the Notes may require us to repurchase all or a portion of their Notes for cash at a purchase price equal to the principal amount plus accrued and unpaid interest. In addition, we may redeem the Notes, at our option, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after April 1, 2020, if the closing sale price of the common stock exceeds 150 % of the then-current conversion price for 20 or more trading days in the 30 consecutive trading-day period preceding the exercise of this redemption right. The Notes are senior unsecured obligations that rank equal in right of payment to all senior unsecured indebtedness and rank senior in right of payment to any indebtedness that is contractually subordinated to the Notes. The Indenture includes customary events of default. If an event of default, as defined in the Indenture, occurs and is continuing, the principal amount of the Notes and any accrued and unpaid interest may be declared 90 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the Notes and any accrued and unpaid interest would automatically become immediately due and payable. We have separated the Notes into their liability and equity components in the accompanying consolidated balance sheets. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Notes. The difference between the principal amount of the Notes and the liability component (the "debt discount") is amortized to interest expense at an effective interest rate of 9.75 % over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification. We incurred transaction costs of approximately $ 6.8 million related to the issuance of the Notes. Those transaction costs were allocated to the liability and equity components in the same manner as the allocation of the proceeds from the Notes. Transaction costs attributable to the liability component of $ 4.8 million were recorded as a debt discount in the consolidated balance sheet and are being amortized to interest expense over the term of the Notes. Transaction costs attributable to the equity component of $ 2.0 million were recorded in stockholders' equity as a reduction of the equity component. The carrying amount of the Notes consisted of the following as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount ( 20,510 ) ( 35,131 ) Net carrying amount of liability component $ 229,490 $ 214,869 Net carrying amount of equity component $ 67,014 $ 67,014 The estimated fair value of the Notes as of December 31, 2020 and 2019 was $ 263.3 million and $ 262.7 million, and was determined using a lattice model. We classified the fair value of the 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 Notes and our cost of debt. As of December 31, 2020, the remaining term of the Notes is approximately 1 years and 3 months. During the years ended December 31, 2020, 2019 and 2018, we recognized interest costs on the Notes as follows (in thousands): Year Ended December 31, 2020 2019 2018 Contractual interest ( 3.25 % of the principal amount per annum) $ 8,128 $ 8,128 $ 8,128 Amortization of debt discount 14,621 13,200 11,916 Total $ 22,749 $ 21,328 $ 20,044 Note Hedges and Warrants In May 2016, we purchased convertible note hedges with respect to our common stock for a cost of $ 59.1 million from certain bank counterparties. The convertible note hedges provide us with the right to purchase up to 2.3 million shares of our common stock at an initial strike price of $ 108.00 per share, which corresponds to the initial conversion price of the Notes, and are exercisable upon conversion of the Notes. The convertible note hedges are intended to reduce the potential economic dilution upon conversion of the Notes. The convertible note hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes do not have any rights with respect to the convertible note hedges. 91 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In May 2016, we also sold warrants for total cash proceeds of $ 35.5 million to certain bank counterparties. The warrants provide the counterparties with the right to purchase up to 2.3 million shares of our common stock at a strike price of $ 170.00 per share. The warrants expire on various dates between July 1, 2022 and August 26, 2022 and are exercisable on their expiration dates. The warrants are separate transactions and are not part of the terms of the Notes or convertible note hedges. Holders of the Notes and convertible note hedges do not have any rights with respect to the warrants. The amounts paid and received for the convertible note hedges and warrants were recorded in additional paid-in capital in the consolidated balance sheets as of December 31, 2020 and 2019. The convertible note hedges and warrants are not remeasured as long as they continue to meet the conditions for equity classification. The amounts paid for the convertible note hedges are tax deductible over the term of the Notes, while the proceeds received from the warrants are not taxable. Under the if-converted method, the shares of common stock underlying the conversion option in the Notes are included in the diluted earnings per share denominator and the interest expense on the Notes, net of tax, is added to the numerator. However, upon conversion, there will be no economic dilution from the Notes, as exercise of the convertible note hedges eliminates any dilution from the Notes that would have otherwise occurred when the price of our common stock exceeds the conversion price. Taken together, the purchase of the convertible note hedges and sale of warrants are intended to offset any actual dilution from the conversion of the Notes and to effectively increase the overall conversion price from $ 108.00 to $ 170.00 per share. Revolving Credit Agreement In May 2019, we entered into a second amended and restated senior secured revolving credit agreement which provided for aggregate principal borrowings of up to $ 400.0 million (prior to the Amendment described below) and matures in May 2024. In July 2020, we entered into an amendment to the revolving credit agreement (the "Amendment" and the revolving credit agreement as amended, the "Amended Credit Agreement") in order to provide us with operational flexibility and covenant relief through the end of the first quarter of 2021 (the "Suspension Period") in light of the ongoing impacts of COVID-19 on our business. In addition to the covenant relief described below, the Amendment permanently reduces borrowing capacity under our senior secured revolving credit facility from $ 400.0 million to $ 225.0 million. We deferred debt issuance costs of $ 3.2 million as a result of entering into the Amended Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the consolidated balance sheet as of December 31, 2020 and are amortized to interest expense over the term of the respective agreement. Pursuant to the Amendment, during the Suspension Period, the Company will be exempt from certain covenant restrictions, namely the requirements to maintain a maximum funded indebtedness to EBITDA ratio, a maximum senior secured indebtedness to EBITDA ratio, a minimum fixed charge coverage ratio, unrestricted cash of not less than $ 250.0 million and a minimum liquidity balance (including any undrawn amounts under the credit facility) of at least 70 % of our accrued merchant and supplier payables balance (collectively, the "Existing Financial Covenants"). Additionally, the Amendment provides that, during the Suspension Period, we will be required to maintain specified minimum quarterly EBITDA levels and to maintain a monthly minimum liquidity balance (including any undrawn amounts under the credit facility) of at least 100 % of our accrued merchant and supplier payables balance for such month plus $ 50.0 million. Following the Suspension Period, we will be subject to the Existing Financial Covenants. In addition, under the Amended Credit Agreement, we are subject to various covenants, including customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness; make dividend and other restricted payments, including limiting the amount of our share repurchases; enter into sale and leaseback transactions; make investments, loans or advances; grant or incur liens on assets; sell assets; engage in mergers, consolidations, liquidations or dissolutions; and engage in transactions with related parties and other affiliates. The Amendment further restricts certain of these negative covenants during the Suspension Period, including our ability to make share repurchases, acquisitions, investments and to incur additional indebtedness and liens. 92 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Non-compliance with the covenants under the Amended Credit Agreement may result in termination of the commitments thereunder and any then outstanding borrowings may be declared due and payable immediately. We have the right to terminate the Amended Credit Agreement or reduce the available commitments at any time. The Amendment also increases interest rates through the end of the first quarter of 2021, raising the alternative base rate and Canadian prime spreads to 1.50 %, the fixed rate spreads to 2.50 % and the commitment fee to 0.4 % on the daily amount of the unused commitments under the Amended Credit Agreement. Following the Suspension Period, the applicable spread and commitment fee will revert to pre-Amendment levels, which provides for (a) interest at a rate per annum equal to (i) an adjusted LIBO rate or (ii) a customary base rate (with loans denominated in certain currencies bearing interest at rates specific to such currencies) plus an additional margin ranging between 0.50 % and 2.00 % and (b) commitment fees ranging from 0.25 % to 0.35 % on the daily amount of unused commitments. The Amended Credit Agreement also provides for the issuance of up to $ 75.0 million in letters of credit, provided that the sum of outstanding borrowings and letters of credit do not exceed the maximum funding commitment of $ 225.0 million. The Amended Credit Agreement is secured by substantially all of our tangible and intangible assets, including a pledge of 100 % of the outstanding capital stock of substantially all of our direct and indirect domestic subsidiaries and 65 % of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of our domestic and foreign subsidiaries are guarantors under the Amended Credit Agreement. We had $ 200.0 million of borrowings and $ 20.6 million of outstanding letters of credit under the Amended Credit Agreement as of December 31, 2020. We had no borrowings and $ 18.1 million of outstanding letters of credit under the credit agreement as of December 31, 2019. 11. LEASES Adoption of ASC Topic 842, Leases On January 1, 2019, we adopted ASC Topic 842 using the modified retrospective transition method. Beginning on January 1, 2019, our consolidated financial statements 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. Aside from the impact to our consolidated balance sheet discussed in Note 2, Summary of Significant Accounting Policies , lease presentation within the consolidated statements of operations and consolidated statements of cash flows are substantially consistent with historical treatment. General Description of Leases Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2021 and 2027. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases are related to purchases of property and equipment, primarily computer hardware, with expirations between 2021 and 2023. We have also subleased certain office facilities under operating lease agreements, with expirations between 2023 and 2026. We lease our headquarters located in Chicago, Illinois ("600 West Chicago"). Our lease agreement for 600 West Chicago extends through January 31, 2026 and includes rent escalations that range from one to two percent per year, as well as expansion options and a five-year renewal option. The 600 West Chicago lease represents $ 66.8 million of the estimated future payments under operating leases shown in the table below. We account for the 600 West Chicago lease as an operating lease and recognize rent expense on a straight-line basis, taking into account rent escalations and lease incentives. We sublease a portion of our office space at 600 West Chicago to Uptake, Inc., a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. The sublease extends through January 31, 2026 and sublease rentals over the entire term total $ 18.2 million. For more information about our lease accounting policies, including lease recognition policy and significant assumptions and judgments used, see Note 2, Summary of Significant Accounting Policies . 93 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following summarizes right-of-use assets as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Right-of-use assets - operating leases $ 107,509 $ 133,832 Right-of-use assets - finance leases (1) 21,523 28,193 Total right-of-use assets, gross 129,032 162,025 Less: accumulated depreciation and amortization ( 44,590 ) ( 36,380 ) Right-of-use assets, net $ 84,442 $ 125,645 (1) Right-of-use assets for finance leases are included in Property, equipment and software, net on the consolidated balance sheet. Due to the triggering event and subsequent review of long-lived assets for impairment in the first quarter of 2020, as described in Note 3, COVID-19 Pandemic , we recognized a long-lived asset impairment of $ 10.5 million related to right-of-use assets - operating leases and $ 1.3 million related to right-of-use assets - finance leases within our International segment related to our EMEA operations, which are presented in Long-lived asset impairments on the consolidated statements of operations. Due to actions taken under our restructuring plan, we recognized long-lived asset impairments of $ 16.0 million related to right-of-use assets - operating leases for the year ended December 31, 2020, which is presented in Restructuring and related charges on the consolidated statements of operations. The following table summarizes our lease costs and sublease income for the year ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Financing lease cost: Amortization of right-of-use assets $ 6,737 $ 18,922 Interest on lease liabilities 522 1,021 Total finance lease cost 7,259 19,943 Operating lease cost (1) (2) 30,870 34,397 Variable lease cost (3) 8,143 8,551 Short-term lease cost 313 365 Sublease income, gross (4) ( 4,693 ) ( 5,045 ) Total lease cost $ 41,892 $ 58,211 (1) Rent expense under operating leases was $ 40.1 million for the year ended December 31, 2018. (2) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges totaled $ 23.1 million and $ 7.8 million in the consolidated statements of operations for the year ended December 31, 2020. (3) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges totaled $ 7.0 million and $ 1.1 million in the consolidated statements of operations for the year ended December 31, 2020. (4) Sublease income, gross presented as Selling, general and administrative and Restructuring and related charges totaled $ 1.2 million and $ 3.5 million in the consolidated statements of operations for the year ended December 31, 2020. Sublease income was $ 6.5 million for the year ended December 31, 2018. 94 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 2020, the future payments under finance leases and operating leases for each of the next five years and thereafter are as follows (in thousands): Finance Leases Operating Leases 2021 $ 4,717 $ 38,690 2022 715 35,451 2023 12 27,025 2024 — 19,599 2025 — 16,175 Thereafter — 1,701 Total minimum lease payments 5,444 138,641 Less: Amount representing interest ( 92 ) ( 14,581 ) Present value of net minimum lease payments 5,352 124,060 Less: Current portion of lease obligations ( 4,622 ) ( 33,133 ) Total long-term lease obligations $ 730 $ 90,927 As of December 31, 2020, we do not have any non-cancelable operating lease commitments that have not yet commenced. As of December 31, 2020, the future amounts due under subleases for each of the next five years and thereafter are as follows (in thousands): Subleases 2021 $ 5,065 2022 5,103 2023 4,385 2024 2,333 2025 2,362 Thereafter 197 Total future sublease income $ 19,445 As of December 31, 2020, the weighted-average remaining lease term and weighted-average discount rate for our finance leases and operating leases were as follows: Finance Leases Operating Leases Weighted-average lease term 1 year 4 years Weighted-average discount rate 5.4 % 5.4 % 12. COMMITMENTS AND CONTINGENCIES Purchase Obligations We have entered into non-cancelable arrangements with third-parties, primarily related to cloud computing and other information technology services. As of December 31, 2020, future payments under these contractual obligations were as follows (in thousands): 2021 $ 27,365 2022 27,452 2023 27,730 2024 20 2025 — Thereafter — Total purchase obligations $ 82,567 95 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. On April 28, 2020, an individual plaintiff filed a securities fraud class action complaint in the United States District Court for the Northern District of Illinois, and in July 2020, another individual was appointed as lead plaintiff. The lawsuit covers the time period from July 30, 2019 through February 18, 2020. The lead plaintiff alleges 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. Groupon filed a motion to dismiss the complaint in this matter and is awaiting a ruling by the court. We intend to vigorously defend against these allegations, which we believe to be without merit. 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, we have litigated such claims, and we are presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which could involve 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 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. 96 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. In 2020 and 2019, we decreased our indemnification liabilities due to the expiration of certain indemnification obligations. The resulting benefit of $ 0.4 million and $ 2.2 million is recorded within Income (loss) from discontinued operations on the consolidated statements of operations for the years ended December 31, 2020 and 2019. Our remaining indemnification liabilities were $ 2.8 million as of December 31, 2020. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of December 31, 2020 is 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, particularly in cases where we are entering into new businesses in connection with such 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. 13. STOCKHOLDERS' EQUITY Reverse Stock Split On June 9, 2020, our stockholders approved amendments to our Restated Certificate of Incorporation to effect a reverse stock split of our shares of common stock, and our Board approved a final reverse stock split ratio of 1-for-20 and a corresponding reduction in the number of authorized shares of our common stock. The reverse stock split became effective on June 10, 2020. 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. Preferred Stock Our Board of Directors has the authority, without approval by the stockholders, to issue up to a total of 50,000,000 shares of preferred stock in one or more series. The Board may establish the number of shares to be included in each such series and may fix the designations, preferences, powers and other rights of the shares of a series of preferred stock. The Board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of our common stock. As of December 31, 2020 and 2019, there were no shares of preferred stock outstanding. 97 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Common Stock Pursuant to our restated certificate of incorporation, the Board has the authority to issue up to a total of 100,500,000 shares of common stock. Each holder of common stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. In addition, holders of our common stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Share Repurchase Program 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 repurchase any shares under the 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. 14. COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plans In January 2008, we adopted the 2008 Stock Option Plan, as amended (the "2008 Plan"), under which options for up to 3,230,925 shares of common stock were authorized to be issued to employees, consultants and directors. The 2008 Plan was frozen in December 2010. In April 2010, we established the Groupon, Inc. 2010 Stock Plan, as amended in April 2011 (the "2010 Plan"), under which options and restricted stock units ("RSUs") for up to 1,000,000 shares of common stock were authorized for future issuance to employees, consultants and directors. No new awards may be granted under the 2010 Plan following our initial public offering in November 2011. In August 2011, we established the Groupon, Inc. 2011 Stock Plan (the "2011 Plan"), as amended in November 2013, May 2014, June 2016 and April 2019, under which options, RSUs and performance stock units for up to 9,375,000 shares of common stock were authorized for future issuance to employees, consultants and directors. The Groupon, Inc. Stock Plans described above (the "Plans") are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of December 31, 2020, 3,135,422 shares of common stock were available for future issuance under the Plans. The stock-based compensation expense related to stock awards issued under the Plans and acquisition-related awards are presented within the following line items of the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 662 $ 1,482 $ 1,485 Marketing 1,522 5,809 6,948 Selling, general and administrative 36,826 74,324 56,288 Restructuring and related charges 1,735 — — Other income (expense), net — — 100 Total stock-based compensation expense $ 40,745 $ 81,615 $ 64,821 We capitalized $ 4.5 million, $ 7.1 million and $ 7.4 million of stock-based compensation for the years ended December 31, 2020, 2019 and 2018, in connection with internally-developed software and cloud computing arrangements. Employee Stock Purchase Plan The Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended, authorizes us to grant up to 1,000,000 shares of common stock under that plan. For the years ended December 31, 2020, 2019 and 2018, 69,371 , 74,300 and 81,053 shares of common stock were issued under the ESPP. 98 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Restricted Stock Units The restricted stock units granted under the Plans 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 restricted stock unit activity under the Plans for the year ended December 31, 2020: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2019 $ 1,527,014 $ 74.80 Granted 1,836,665 24.92 Vested ( 679,944 ) 72.25 Forfeited ( 830,728 ) 62.48 Unvested at December 31, 2020 $ 1,853,007 $ 31.91 The weighted-average grant date fair value of restricted stock units granted in 2019 and 2018 was $ 68.80 and $ 91.80 . The fair value of restricted stock units that vested during each of the three years ended December 31, 2020, 2019 and 2018 was $ 19.2 million, $ 43.8 million and $ 64.1 million. As of December 31, 2020, $ 38.8 million of unrecognized compensation costs related to unvested employee restricted stock units are expected to be recognized over a remaining weighted-average period of 0.92 years. Performance Share Units We grant performance share units under the Plans that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement ("Performance Share Units"). During the year ended December 31, 2019, we also granted performance share units subject to a market condition ("Market-based Performance Share Units"). The Market-based Performance Share Units will vest if our average daily closing stock price is equal to or greater than $ 120.00 per share over a period of 30 consecutive trading days prior to December 31, 2022 or if a change in control occurs during the performance period at the specified stock price (and on a proportional basis for a change in control price between the grant date price and the specified stock price). We used a Monte Carlo simulation to calculate the grant date fair value of the awards and the related derived service period over which we recognized the expense. The key inputs used in the Monte Carlo simulation were the risk-free rate, our volatility of 49.8 % and our cost of equity of 12.8 %. Our Performance Share Units and Market-based Performance Share Units are subject to continued employment through the performance period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. The table below summarizes Performance Share Unit activity under the Plans for the year ended December 31, 2020: Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Market-based Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2019 203,853 $ 79.76 341,002 $ 60.60 Granted 96,598 15.44 — — Vested ( 104,441 ) 80.77 — — Forfeited ( 71,301 ) 79.91 ( 283,334 ) 60.60 Unvested at December 31, 2020 124,709 $ 29.73 57,668 $ 60.60 Maximum shares issuable upon vesting at December 31, 2020 173,008 57,668 99 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 2020, $ 1.3 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 1.54 years. We have recognized all compensation costs related to our unvested Market-Based Performance Share Units . 15. REVENUE RECOGNITION We recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. We offer goods and services through our online marketplaces in three primary categories: Local, Goods and Travel. See , Note 21, Segment Information , for revenue summarized by reportable segment and category. In connection with most of our product and service revenue transactions, we collect cash from credit card payment processors shortly after a sale occurs. For transactions in which we earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications, we generally collect payment from affiliate networks on terms ranging from 30 to 150 days. Contract Balances A substantial majority of our deferred revenue relates to product sales for which revenue will be recognized as the products are delivered to customers, generally within one week following the balance sheet date. Our deferred revenue was $ 11.2 million as of December 31, 2020. As of December 31, 2019 and 2018, our deferred revenue was $ 18.0 million and $ 25.5 million, all of which was recognized during the years ended December 31, 2020 and 2019, respectively. 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. To a lesser extent, credits are issued for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the years ended December 31, 2020 and 2019 (in thousands): Customer Credits Balance as of December 31, 2018 $ 15,118 Credits issued 115,031 Credits redeemed ( 102,682 ) Breakage revenue recognized ( 13,699 ) Foreign currency translation ( 4 ) Balance as of December 31, 2019 $ 13,764 Credits issued 213,826 Credits redeemed ( 147,096 ) Breakage revenue recognized ( 21,364 ) Foreign currency translation 1,876 Balance as of December 31, 2020 $ 61,006 Cost of Obtaining Contracts Deferred contract acquisition costs are presented within the following line items of the consolidated balance sheets as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Prepaid expenses and other current assets $ 1,009 $ 2,501 Other non-current assets 5,315 10,133 For the years ended December 31, 2020, 2019 and 2018, we amortized $ 15.3 million, $ 20.4 million and $ 25.2 million of deferred contract acquisition costs and did not recognize any impairment losses in relation to the deferred costs. 100 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Allowance for Expected Credit Losses on Accounts Receivable The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the year ended December 31, 2020 (in thousands): Allowance for Expected Credit Losses Balance as of January 1, 2020 $ 3,693 Change in provision 9,631 Write-offs ( 3,315 ) Foreign currency translation ( 253 ) Balance as of December 31, 2020 $ 9,756 16. RESTRUCTURING AND RELATED CHARGES In April 2020, the Board approved a multi-phase restructuring plan of up to $ 105.0 million of total pretax charges related to our previously announced strategic shift and as part of the cost cutting measures implemented in response to the impact of COVID-19 on our business. We expect to incur total pretax charges of $ 75.0 million to $ 105.0 million in connection with the multi-phase restructuring actions through the end of 2021. The first phase of the restructuring actions included an overall reduction of approximately 1,200 positions globally and the exit or discontinuation of the use of certain leases and other assets. The majority of the first phase of workforce reductions and impairments of our right-of-use and other long-lived assets occurred during the second quarter 2020. In the third quarter 2020, we initiated the second phase of our restructuring plan, which included additional workforce reductions and the exit of our operations in New Zealand and Japan. The majority of our restructuring charges are expected to be paid in cash and primarily relate to employee severance and benefits expenses, facilities-related costs and professional advisory fees. We will continue to evaluate our cost structure, including additional workforce reductions, as part of our restructuring plan. Costs incurred related to the restructuring plan are classified as Restructuring and related charges on the consolidated statements of operations. The following table summarizes costs incurred by segment related to the restructuring plan for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Employee Severance and Benefit Costs (1) Legal and Advisory Costs Property, Equipment and Software Impairments (2) Right-of-Use Asset Impairments and Lease-related Charges (3) Total Restructuring Charges North America $ 17,322 $ 1,308 $ 5,322 $ 13,775 $ 37,727 International 20,679 829 291 5,310 27,109 Consolidated $ 38,001 $ 2,137 $ 5,613 $ 19,085 $ 64,836 (1) The employee severance and benefits costs for the year ended December 31, 2020 are related to the termination and planned termination of approximately 1,200 employees. Additional severance and benefits costs may be incurred in future periods. Substantially all of the remaining cash payments for the costs accrued as of December 31, 2020 are expected to be disbursed by the end of 2021. (2) Includes long-lived asset impairments of $ 5.6 million for the year ended December 31, 2020. (3) Includes long-lived asset impairments of $ 16.0 million for the year ended December 31, 2020. 101 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As a part of our restructuring plan, we vacated several of our leased facilities, and many of those facilities are being actively marketed for sublease or we are in negotiations with the landlord to potentially terminate or modify those leases. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income and other variable lease costs related to the leased facilities vacated as part of our restructuring plan are presented within Restructuring and related charges in the consolidated statements of operations. The current and non-current liabilities associated with these leases continue to be presented within Other current liabilities and Operating lease obligations in the consolidated balance sheets. Due to actions taken under our restructuring plan, we recognized $ 18.1 million and $ 3.5 million of long-lived asset impairment in our North America and International segments during the year ended December 31, 2020. The following table summarizes restructuring liability activity for the years ended December 31, 2020 and 2019 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2018 $ 1,119 $ — $ 1,119 Charges payable in cash 31 — 31 Cash payments ( 436 ) — ( 436 ) Foreign currency translation ( 15 ) — ( 15 ) Balance as of December 31, 2019 (1) $ 699 $ — $ 699 Charges payable in cash (2) 36,266 2,137 38,403 Cash payments ( 25,328 ) ( 1,289 ) ( 26,617 ) Foreign currency translation 1,660 ( 14 ) 1,646 Balance as of December 31, 2020 $ 13,297 $ 834 $ 14,131 (1) Amounts included in the year ended December 31, 2019 are related to prior restructuring plans and the liabilities under those plans have been substantially settled. (2) Excludes stock-based compensation of $ 1.7 million related to accelerated vesting of stock-based compensation awards for certain employees terminated as a result of our restructuring activities during the year ended December 31, 2020. 17. INCOME TAXES The components of pretax income (loss) from continuing operations for the years ended December 31, 2020, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2020 2019 2018 United States $ ( 55,699 ) $ 6,758 $ 23,349 International ( 238,367 ) ( 20,289 ) ( 22,318 ) Income (loss) before provision (benefit) for income taxes $ ( 294,066 ) $ ( 13,531 ) $ 1,031 The provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2020 2019 2018 Continuing Operations $ ( 7,504 ) $ 761 $ ( 957 ) Discontinued Operations — — — Total $ ( 7,504 ) $ 761 $ ( 957 ) 102 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2020, 2019 and 2018 consisted of the following components (in thousands): Year Ended December 31, 2020 2019 2018 Current taxes: U.S. federal $ ( 180 ) $ ( 5,901 ) $ 768 State 1,719 929 57 International ( 1,942 ) 7,218 3,218 Total current taxes ( 403 ) 2,246 4,043 Deferred taxes: U.S. federal 32 32 ( 319 ) State 114 ( 9 ) — International ( 7,247 ) ( 1,508 ) ( 4,681 ) Total deferred taxes ( 7,101 ) ( 1,485 ) ( 5,000 ) Provision (benefit) for income taxes $ ( 7,504 ) $ 761 $ ( 957 ) The items accounting for differences between the income tax provision (benefit) from continuing operations computed at the U.S. federal statutory rate and the provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2020 2019 2018 (2) U.S. federal income tax provision (benefit) at statutory rate $ ( 61,805 ) $ ( 2,842 ) $ 216 Foreign income and losses taxed at different rates (1) 8,608 5,529 2,113 State income taxes, net of federal benefits, and state tax credits 6,487 5,297 720 Change in valuation allowances ( 4,474 ) ( 10,074 ) ( 7,727 ) Effect of income tax rate changes on deferred items 618 ( 3,443 ) 1,544 Tax effects of intercompany transactions — — 607 Adjustments related to uncertain tax positions ( 15,518 ) ( 12,418 ) 18 Non-deductible stock-based compensation expense 3,803 6,355 3,239 Tax (windfalls)/shortfalls on stock-based compensation awards 3,876 2,042 ( 335 ) Federal research and development credits, net of adjustments 6,043 3,447 ( 8,331 ) Forgiveness of intercompany liabilities ( 2,863 ) 67 ( 1,340 ) Ordinary stock loss — — ( 11,815 ) Net operating loss expiration 19,962 12,537 — Goodwill impairment 23,202 — — Non-deductible or non-taxable items 4,557 ( 5,736 ) 20,134 Provision (benefit) for income taxes $ ( 7,504 ) $ 761 $ ( 957 ) (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2020. This results in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2020, 2019 and 2018 prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in certain foreign jurisdictions with lower tax rates. (2) During the year ended December 31, 2019, we updated our net operating losses to remove deferred tax assets that could never be utilized due to IRC Section 382 limitations. The amount of State income taxes, net of federal benefits, and state tax credits, Change in valuation allowances and Non-deductible or non-taxable items for the year ended December 31, 2018 have been updated from $ 2.0 million, $ 3.8 million and $ 7.3 million previously reported to reflect that change. 103 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The deferred income tax assets and liabilities consisted of the following components as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Deferred tax assets: Accrued expenses and other liabilities $ 54,699 $ 35,565 Operating lease obligation 16,279 22,557 Stock-based compensation 5,129 7,657 Net operating loss and tax credit carryforwards 142,835 157,202 Intangible assets, net 22,974 21,002 Investments 24,885 23,012 Unrealized foreign currency exchange losses 1,244 3,765 Other 985 1,017 Total deferred tax assets 269,030 271,777 Less: Valuation allowances ( 212,143 ) ( 206,394 ) Deferred tax assets, net of valuation allowance 56,887 65,383 Deferred tax liabilities: Prepaid expenses and other assets ( 12,288 ) ( 16,343 ) Property, equipment and software, net ( 8,211 ) ( 11,994 ) Right-of-use asset ( 11,433 ) ( 20,172 ) Convertible senior notes ( 1,163 ) ( 1,883 ) Deferred revenue ( 15,369 ) ( 14,064 ) Total deferred tax liabilities ( 48,464 ) ( 64,456 ) Net deferred tax asset (liability) $ 8,423 $ 927 We have incurred significant losses in recent periods and had an accumulated deficit of $ 1,320.9 million as of December 31, 2020. As a result, we maintained valuation allowances against our domestic deferred tax assets and substantially all of our foreign deferred tax assets as of December 31, 2020 and 2019 to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. We had $ 24.1 million of federal net operating loss carryforwards as of December 31, 2020 which will begin expiring in 2027. We had $ 77.5 million of state net operating loss carryforwards as of December 31, 2020, which began expiring in the current period. As of December 31, 2020, we had $ 465.2 million of foreign net operating loss carryforwards, a significant portion of which carry forward for an indefinite period. We are subject to taxation in the United States, state jurisdictions and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. 104 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes activity related to our gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Beginning Balance $ 64,361 $ 87,637 $ 87,359 Increases related to prior year tax positions 8,389 3,754 1,500 Decreases related to prior year tax positions ( 22,541 ) ( 28,767 ) ( 21 ) Increases related to current year tax positions 1,994 6,086 7,533 Decreases based on settlements with taxing authorities — — — Decreases due to lapse of statute limitations ( 5,640 ) ( 3,875 ) ( 9,447 ) Foreign currency translation 2,397 ( 474 ) 713 Ending Balance $ 48,960 $ 64,361 $ 87,637 The total amount of unrecognized tax benefits as of December 31, 2020, 2019 and 2018 that, if recognized, would affect the effective tax rate are $ 19.9 million, $ 25.1 million and $ 33.3 million. We recognized $ 1.0 million, $ 1.4 million and $ 1.6 million of interest and penalties within Provision (benefit) for income taxes on our consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018. Total accrued interest and penalties as of December 31, 2020 and 2019 were $ 4.9 million and $ 4.9 million, and are included within Other non-current liabilities in our consolidated balance sheets. 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 recognized income tax benefits of $ 8.9 million, $ 12.3 million and $ 7.9 million for the years ended December 31, 2020, 2019 and 2018, as a result of new information that impacted our estimates of the amounts that are more-likely-than not of being realized upon settlement of the related tax positions and due to expirations of the applicable statutes of limitations. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $ 126.4 million, inclusive of estimated incremental interest from the original assessment. We believe that the assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit and we intend to vigorously defend ourselves in that matter. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of that assessment, we believe that it is reasonably possible that reductions of up to $ 3.4 million in unrecognized tax benefits may occur within the 12 months following December 31, 2020 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. Additionally, while we did not incur the deemed repatriation tax, 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 December 31, 2020 and 2019 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. Groupon uses a cost-sharing arrangement under which controlled members agree to share the costs and risks of developing intangible properties in accordance with their reasonably anticipated share of benefits from the intangibles. In 2019, the Ninth Circuit Court of Appeals entered a decision in Altera Corp. v. Commissioner requiring related parties in an intercompany cost-sharing arrangement to share expenses related to stock-based compensation. Altera then petitioned the United States Supreme Court to review the Ninth Circuit's decision. In June 2020, the Supreme Court denied this petition, and accordingly, the Ninth Circuit's Altera decision stands. The Altera decision did not have a material impact on our provision for income taxes for the years ended December 31, 2020 and 2019 . 105 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 18. VARIABLE INTEREST ENTITY We have an arrangement with a strategic partner to offer deals related to live events, and a limited liability company ("LLC") has been established to administer that arrangement. Groupon and the strategic partner each own 50 % of the outstanding LLC interests, and income and cash flows of the LLC are allocated based on agreed upon percentages specified in the related LLC agreement. Our obligations associated with our interests in the LLC are primarily administering transactions, contributing intellectual property, identifying deals and promoting the sale of deal offerings, coordinating the distribution of deal offerings and providing the record keeping. Under the LLC agreement, as amended, the LLC shall be dissolved upon the occurrence of any of the following events: (1) either party becoming a majority owner; (2) July 2022; (3) certain elections of Groupon or the strategic partner based on the operational performance of the LLC or other changes to certain terms in the agreement; (4) election of either Groupon or the strategic partner in the event of bankruptcy by the other party; (5) sale of the LLC; or (6) a court's dissolution of the LLC. We have determined that the LLC is a VIE and that we are its primary beneficiary. We consolidate the LLC because we have the power to direct the activities of the LLC that most significantly impact the LLC's economic performance. In particular, we identify and promote the deal offerings, provide all of the operational and back office support, present the LLC's deal offerings via our websites and mobile applications and provide the editorial resources that create the verbiage for the related deal offers. 19. FAIR VALUE MEASUREMENTS Fair value is defined under U.S. 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. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, we use various valuation approaches within the fair value measurement framework. The valuation methodologies used for our assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Fair value option investments and available-for-sale securities. We use the discounted cash flow method, which is an income approach, to estimate the fair value of the investees. The key inputs to determining fair values under that approach are cash flow forecasts and discount rates. We also use a market approach valuation technique, which is based on market multiples of guideline companies, to determine the fair value of each entity. We also have investments in redeemable preferred shares. We measure the fair value of those available-for-sale securities using the discounted cash flow method. We have classified our fair value option investments and our investments in available-for-sale securities as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. Increases in projected cash flows and decreases in discount rates contribute to increases in the estimated fair values of the fair value option investments and available-for-sale securities, whereas 106 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) decreases in projected cash flows and increases in discount rates contribute to decreases in their fair values. Our fair value option investments were $ 0.0 million and $ 1.4 million as of December 31, 2020 and 2019. Contingent consideration. We are subject to a contingent consideration arrangement to transfer a maximum payout in cash of $ 2.5 million to the former owners of a business acquired on April 30, 2018. See Note 5, Business Combinations , for further discussion of that acquisition. The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Assets Fair value option investments: Beginning Balance $ 1,405 $ 73,902 $ 82,966 Total gains (losses) included in earnings ( 1,405 ) ( 72,497 ) ( 9,064 ) Ending Balance $ — $ 1,405 $ 73,902 Unrealized (losses) gains still held (1) $ ( 1,405 ) $ ( 72,497 ) $ ( 9,064 ) Available-for-sale securities Convertible debt securities: Beginning Balance $ — $ — $ 11,354 Proceeds from sales and maturities of convertible debt securities — — ( 8,594 ) Transfer to other equity method investment upon conversion of convertible debt security — — ( 4,008 ) Total gains (losses) included in other comprehensive income (loss) — — ( 1,148 ) Total gains (losses) included in earnings (2) — — 2,396 Ending Balance $ — $ — $ — Unrealized gains (losses) still held (1) $ — $ — $ — Redeemable preferred shares: Beginning Balance $ — $ 10,340 $ 15,431 Total gains (losses) included in other comprehensive income (loss) — ( 379 ) 379 Impairments included in earnings — ( 9,961 ) ( 5,470 ) Ending Balance $ — $ — $ 10,340 Unrealized gains (losses) still held (1) $ — $ ( 10,340 ) $ ( 5,091 ) Liabilities Contingent Consideration: Beginning Balance $ 1,298 $ 1,529 $ — Issuance of contingent consideration in connection with acquisitions — — 1,589 Settlements of contingent consideration liabilities ( 908 ) ( 312 ) — Total losses (gains) included in earnings 6 39 56 Foreign currency translation ( 70 ) 42 ( 116 ) Ending Balance $ 326 $ 1,298 $ 1,529 Unrealized losses (gains) still held (1) $ 6 $ 39 $ 56 (1) Represents the unrealized gains or losses recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. (2) Represents a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of the embedded derivative. 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 increased due to an observable price change in an orderly transaction. We recognized $ 109.5 million in non-cash impairment charges related to goodwill and $ 44.0 million in non- 107 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) cash impairment charges related to long-lived assets during the year ended December 31, 2020, of which $ 21.6 million is included in Restructuring and related charges on our consolidated statements of operations. See Note 6, Property, Equipment and Software, Net, Note 7, Goodwill and Other Intangible Assets, Note 11, Leases and Note 16, Restructuring and Related Charges , for additional information. We recognized a $ 6.7 million impairment related to an other equity method investment during the year ended December 31, 2020. See Note 8, Investments , for additional information. For the year ended December 31, 2019, we adjusted the carrying value of an other equity investment for observable price changes in an orderly transaction, which resulted in an unrealized gain of $ 51.4 million. See Note 8, Investments , for additional information. For the year ended December 31, 2018, we recorded a $ 4.6 million impairment of an other equity investment. To determine the fair value of the investment, we considered the financial condition of the investee and applied a market approach. We have classified the fair value measurement of that other equity investment as Level 3 because it involves significant unobservable inputs. See Note 8, Investments , for additional information. 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, 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 December 31, 2020 and 2019 due to their short-term nature. 20. 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, restricted stock units, performance share units, performance bonus awards, ESPP shares, warrants and convertible senior notes. 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. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the years ended December 31, 2020, 2019 and 2018 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2020 2019 2018 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ ( 286,562 ) $ ( 14,292 ) $ 1,988 Less: Net income (loss) attributable to noncontrolling interests 1,751 10,682 13,067 Net income (loss) attributable to common stockholders - continuing operations $ ( 288,313 ) $ ( 24,974 ) $ ( 11,079 ) Net income (loss) attributable to common stockholders - discontinued operations 382 2,597 — Net income (loss) attributable to common stockholders $ ( 287,931 ) $ ( 22,377 ) $ ( 11,079 ) Denominator Weighted-average common shares outstanding 28,604,115 28,370,417 28,325,555 Basic and diluted net income (loss) per share: Continuing operations $ ( 10.08 ) $ ( 0.88 ) $ ( 0.39 ) Discontinued operations 0.01 0.09 — Basic and diluted net income (loss) per share $ ( 10.07 ) $ ( 0.79 ) $ ( 0.39 ) 108 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 from continuing operations: Year Ended December 31, 2020 2019 2018 Restricted stock units 1,887,322 1,652,002 1,527,601 Other stock-based compensation awards 199,629 125,562 102,054 Convertible senior notes 2,314,815 2,314,815 2,314,815 Warrants 2,314,815 2,314,815 2,314,815 Total 6,716,581 6,407,194 6,259,285 We had outstanding Market-based Performance Share Units as of December 31, 2020 that were eligible to vest into shares of common stock subject to the achievement of specified performance or market conditions. Contingently issuable shares are excluded from the computation of diluted earnings per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. As of December 31, 2020, there were up to 57,668 shares of common stock issuable upon vesting of outstanding Market-based Performance Share Units that were excluded from the table above as the performance or market conditions were not satisfied as of the end of the period. 21. 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. During the third quarter 2020, we changed our measure of segment profitability from operating income (loss) to 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. Our operations are organized into two segments: North America and International. 109 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes revenue by reportable segment and category for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 North America Service revenue: Local $ 432,183 $ 721,038 $ 752,863 Goods 35,276 16,236 18,283 Travel 17,686 57,939 71,856 Total service revenue 485,145 795,213 843,002 Product revenue - Goods 333,479 563,694 796,393 Total North America revenue (1) $ 818,624 $ 1,358,907 $ 1,639,395 International Service revenue: Local $ 138,274 $ 287,611 $ 306,700 Goods 11,757 9,441 14,602 Travel 8,477 34,092 41,183 Total service revenue 158,508 331,144 362,485 Product revenue - Goods 439,736 528,864 634,866 Total International revenue (1) $ 598,244 $ 860,008 $ 997,351 (1) North America includes revenue from the United States of $ 808.3 million, $ 1,333.9 million and $ 1,600.2 million for the years ended December 31, 2020, 2019 and 2018. International includes revenue from the United Kingdom of $ 216.3 million, $ 314.3 million and $ 390.4 million for the years ended December 31, 2020, 2019 and 2018. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2020, 2019 and 2018. Revenue is attributed to individual countries based on the location of the customer. The following table summarizes gross profit by reportable segment and category for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 North America Service gross profit: Local $ 379,040 $ 643,499 $ 671,352 Goods 28,852 13,165 15,302 Travel 12,907 45,739 57,945 Total service gross profit 420,799 702,403 744,599 Product gross profit - Goods 54,832 105,342 146,085 Total North America gross profit $ 475,631 $ 807,745 $ 890,684 International Service gross profit: Local $ 125,912 $ 269,666 $ 289,427 Goods 10,496 8,509 13,252 Travel 7,150 31,317 38,132 Total service gross profit 143,558 309,492 340,811 Product gross profit - Goods 58,105 68,892 89,106 Total International gross profit $ 201,663 $ 378,384 $ 429,917 110 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes contribution profit by reportable segment for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 North America Gross profit $ 475,631 $ 807,745 $ 890,684 Marketing 96,039 214,069 273,787 Contribution profit 379,592 593,676 616,897 International Gross profit 201,663 378,384 429,917 Marketing 58,495 125,286 121,950 Contribution profit 143,168 253,098 307,967 Consolidated Gross profit 677,294 1,186,129 1,320,601 Marketing 154,534 339,355 395,737 Contribution profit 522,760 846,774 924,864 Selling, general and administrative 603,185 806,945 870,961 Goodwill impairment 109,486 — — Long-lived asset impairment 22,351 — — Restructuring and related charges 64,836 31 ( 136 ) Income (loss) from operations $ ( 277,098 ) $ 39,798 $ 54,039 The following table summarizes total assets by reportable segment as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 Total assets: North America (1) $ 971,110 $ 1,045,500 International (1) 440,397 541,243 Consolidated total assets $ 1,411,507 $ 1,586,743 (1) North America contains assets from the United States of $ 948.1 million and $ 1,020.0 million as of December 31, 2020 and 2019. International contains assets from Switzerland of $ 151.7 million and $ 175.2 million as of December 31, 2020 and 2019. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2020 and 2019. The following table summarizes tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2020 and 2019 (in thousands): December 31, 2020 2019 North America (1) $ 19,427 $ 35,798 International (1) 7,802 17,719 Consolidated total $ 27,229 $ 53,517 (1) Substantially all tangible property and equipment within North America is located in the United States. There were no other individual countries located outside of the United States that represented more than 10% of consolidated tangible property and equipment, net as of December 31, 2020 and 2019. 111 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 North America $ 78,805 $ 89,083 $ 101,419 International 8,717 16,682 14,409 Consolidated total $ 87,522 $ 105,765 $ 115,828 The following table summarizes expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 North America $ 2,000 $ 6,791 $ 6,194 International 2,707 6,103 10,393 Consolidated total $ 4,707 $ 12,894 $ 16,587 112 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.