Groupon, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA GROUPON, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) March 31, 2021 December 31, 2020 (unaudited) Assets Current assets: Cash and cash equivalents $ 676,799 $ 850,587 Accounts receivable, net 45,402 42,998 Prepaid expenses and other current assets 41,261 40,441 Total current assets 763,462 934,026 Property, equipment and software, net 82,521 85,284 Right-of-use assets - operating leases, net 69,899 75,349 Goodwill 217,364 214,699 Intangible assets, net 28,684 30,151 Investments 36,008 37,671 Restricted cash 169,785 — Other non-current assets 34,314 34,327 Total Assets $ 1,402,037 $ 1,411,507 Liabilities and Equity Current liabilities: Short-term borrowings $ 100,000 $ 200,000 Accounts payable 38,609 33,026 Accrued merchant and supplier payables 329,000 410,963 Accrued expenses and other current liabilities 299,282 294,999 Total current liabilities 766,891 938,988 Convertible senior notes, net 441,996 229,490 Operating lease obligations 83,527 90,927 Other non-current liabilities 44,003 44,428 Total Liabilities 1,336,417 1,303,833 Commitments and contingencies (see Note 6) Stockholders' Equity Common stock, par value $ 0.0001 per share, 100,500,000 shares authorized; 39,352,337 shares issued and 29,058,220 shares outstanding at March 31, 2021; 39,142,896 shares issued and 28,848,779 shares outstanding at December 31, 2020 4 4 Additional paid-in capital 2,261,095 2,348,114 Treasury stock, at cost, 10,294,117 shares at March 31, 2021 and December 31, 2020 ( 922,666 ) ( 922,666 ) Accumulated deficit ( 1,258,283 ) ( 1,320,886 ) Accumulated other comprehensive income (loss) ( 14,455 ) 3,109 Total Groupon, Inc. Stockholders' Equity 65,695 107,675 Noncontrolling interests ( 75 ) ( 1 ) Total Equity 65,620 107,674 Total Liabilities and Equity $ 1,402,037 $ 1,411,507 See Notes to Condensed Consolidated Financial Statements. 4 GROUPON, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except share and per share amounts) (unaudited) Three Months Ended March 31, 2021 2020 Revenue: Service $ 172,624 $ 207,028 Product 91,193 167,122 Total revenue 263,817 374,150 Cost of revenue: Service 18,425 26,915 Product 78,409 145,988 Total cost of revenue 96,834 172,903 Gross profit 166,983 201,247 Operating expenses: Marketing 33,666 60,130 Selling, general and administrative 127,143 207,135 Goodwill impairment — 109,486 Long-lived asset impairment — 22,351 Restructuring and related charges 7,422 6 Total operating expenses 168,231 399,108 Income (loss) from operations ( 1,248 ) ( 197,861 ) Other income (expense), net 18,123 ( 18,987 ) Income (loss) from continuing operations before provision (benefit) for income taxes 16,875 ( 216,848 ) Provision (benefit) for income taxes 2,427 ( 5,988 ) Income (loss) from continuing operations 14,448 ( 210,860 ) Income (loss) from discontinued operations, net of tax — 382 Net income (loss) 14,448 ( 210,478 ) Net (income) loss attributable to noncontrolling interests 110 ( 3,044 ) Net income (loss) attributable to Groupon, Inc. $ 14,558 $ ( 213,522 ) Basic net income (loss) per share: Continuing operations $ 0.50 $ ( 7.54 ) Discontinued operations — 0.01 Basic net income (loss) per share $ 0.50 $ ( 7.53 ) Diluted net income (loss) per share: Continuing operations $ 0.48 $ ( 7.54 ) Discontinued operations — 0.01 Diluted net income (loss) per share) $ 0.48 $ ( 7.53 ) Weighted average number of shares outstanding Basic 29,028,489 28,365,216 Diluted 30,265,563 28,365,216 Comprehensive income (loss): Net income (loss) $ 14,448 $ ( 210,478 ) Other comprehensive income (loss): Other comprehensive income (loss) from continuing operations: Net change in unrealized gain (loss) on foreign currency translation adjustments ( 49,792 ) ( 1,961 ) Reclassification of cumulative foreign currency translation adjustments 32,228 — Other comprehensive income (loss) from continuing operations ( 17,564 ) ( 1,961 ) Other comprehensive income (loss) from discontinued operations — — Other comprehensive income (loss) ( 17,564 ) ( 1,961 ) Comprehensive income (loss) ( 3,116 ) ( 212,439 ) Comprehensive (income) loss attributable to noncontrolling interest 110 ( 3,044 ) Comprehensive income (loss) attributable to Groupon, Inc. $ ( 3,006 ) $ ( 215,483 ) See Notes to Condensed Consolidated Financial Statements. 5 GROUPON, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share amounts) (unaudited) Groupon, Inc. Stockholders' Equity Common Stock Additional Paid-In Capital Treasury Stock 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, 2020 39,142,896 $ 4 $ 2,348,114 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,320,886 ) $ 3,109 $ 107,675 $ ( 1 ) $ 107,674 Cumulative effect of change in accounting principle due to adoption of ASU 2020-06, net of tax — — ( 67,014 ) — — 48,045 — ( 18,969 ) — ( 18,969 ) Comprehensive income (loss) — — — — — 14,558 ( 17,564 ) ( 3,006 ) ( 110 ) ( 3,116 ) Vesting of restricted stock units and performance share units 308,954 — — — — — — — — — Shares issued under employee stock purchase plan 23,418 — 349 — — — — 349 — 349 Tax withholdings related to net share settlements of stock-based compensation awards ( 122,931 ) — ( 4,901 ) — — — — ( 4,901 ) — ( 4,901 ) Purchase of convertible note hedges — — ( 23,840 ) — — — — ( 23,840 ) — ( 23,840 ) Stock-based compensation on equity-classified awards — — 8,387 — — — — 8,387 — 8,387 Receipts from noncontrolling interest holders — — — — — — — — 36 36 Balance at March 31, 2021 39,352,337 $ 4 $ 2,261,095 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,258,283 ) $ ( 14,455 ) $ 65,695 $ ( 75 ) $ 65,620 See Notes to Condensed Consolidated Financial Statements. 6 GROUPON, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share amounts) (unaudited) 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, 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) — — — — — ( 213,522 ) ( 1,961 ) ( 215,483 ) 3,044 ( 212,439 ) Vesting of restricted stock units and performance share units 165,705 — — — — — — — — — Shares issued under employee stock purchase plan 28,621 — 1,163 — — — — 1,163 — 1,163 Tax withholdings related to net share settlements of stock-based compensation awards ( 67,135 ) — ( 3,684 ) — — — — ( 3,684 ) — ( 3,684 ) Stock-based compensation on equity-classified awards — — 15,345 — — — — 15,345 — 15,345 Distributions to noncontrolling interest holders — — — — — — — — ( 3,845 ) ( 3,845 ) Balance at March 31, 2020 38,712,045 $ 4 $ 2,323,217 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,246,477 ) $ 37,120 $ 191,198 $ 309 $ 191,507 (1) All share information and balances have been retroactively adjusted to reflect a reverse stock split. See Note 7, Stockholders' Equity and Compensation Arrangements , for additional information. See Notes to Condensed Consolidated Financial Statements. 7 GROUPON, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three Months Ended March 31, 2021 2020 Operating activities Net income (loss) $ 14,448 $ ( 210,478 ) Less: Income (loss) from discontinued operations, net of tax — 382 Income (loss) from continuing operations 14,448 ( 210,860 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization of property, equipment and software 14,727 23,385 Amortization of acquired intangible assets 2,292 2,524 Impairment of goodwill — 109,486 Impairment of long-lived assets — 22,351 Stock-based compensation 7,179 14,015 Impairment and other changes in fair value of investments — 8,089 Amortization of debt discount on convertible senior notes 303 3,516 Foreign currency translation adjustments reclassified into earnings ( 32,228 ) — Change in assets and liabilities, net of acquisitions and dispositions: Accounts receivable ( 2,812 ) 8,334 Prepaid expenses and other current assets ( 1,640 ) 13,222 Right-of-use assets - operating leases 5,122 7,009 Accounts payable 5,896 5,860 Accrued merchant and supplier payables ( 76,884 ) ( 223,098 ) Accrued expenses and other current liabilities 9,823 ( 11,970 ) Operating lease obligations ( 6,007 ) ( 10,130 ) Other, net 13,376 1,859 Net cash provided by (used in) operating activities from continuing operations ( 46,405 ) ( 236,408 ) Net cash provided by (used in) operating activities from discontinued operations — — Net cash provided by (used in) operating activities ( 46,405 ) ( 236,408 ) Investing activities Purchases of property and equipment and capitalized software ( 12,040 ) ( 10,596 ) Proceeds from sale of investment — 31,605 Acquisitions of intangible assets and other investing activities ( 704 ) ( 1,445 ) Net cash provided by (used in) investing activities from continuing operations ( 12,744 ) 19,564 Net cash provided by (used in) investing activities from discontinued operations — — Net cash provided by (used in) investing activities ( 12,744 ) 19,564 Financing activities Proceeds from issuance of 2026 convertible notes 200,000 — Proceeds from (payments of) borrowings under revolving credit agreement ( 100,000 ) 150,000 Purchase of capped call transactions ( 23,840 ) — Issuance costs for 2026 convertible notes and revolving credit agreement ( 6,572 ) — Taxes paid related to net share settlements of stock-based compensation awards ( 4,901 ) ( 3,299 ) Payments of finance lease obligations ( 2,061 ) ( 2,707 ) Other financing activities ( 8 ) ( 2,682 ) Net cash provided by (used in) financing activities 62,618 141,312 Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations ( 7,466 ) ( 9,174 ) Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations ( 3,997 ) ( 84,706 ) Less: Net increase (decrease) in cash classified within current assets of discontinued operations — — Net increase (decrease) in cash, cash equivalents and restricted cash ( 3,997 ) ( 84,706 ) Cash, cash equivalents and restricted cash, beginning of period (1) 851,085 752,657 Cash, cash equivalents and restricted cash, end of period (1) $ 847,088 $ 667,951 Non-cash investing and financing activities Right-of-use assets obtained in exchange for lease liabilities: Operating leases — 2,867 8 GROUPON, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) (1) The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the condensed consolidated balance sheets as of March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019 (in thousands): March 31, 2021 December 31, 2020 March 31, 2020 December 31, 2019 Cash and cash equivalents $ 676,799 $ 850,587 $ 666,867 $ 750,887 Restricted cash included in prepaid expenses and other current assets 504 498 878 1,534 Restricted cash - non-current 169,785 — — — Restricted cash included in other non-current assets — — 206 236 Cash, cash equivalents and restricted cash $ 847,088 $ 851,085 $ 667,951 $ 752,657 See Notes to Condensed Consolidated Financial Statements. 9 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Company Information Groupon, Inc. and its 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 those marketplaces 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 13, Segment Information . Reverse Stock Split In June 2020, we effectuated a reverse stock split of our common stock at a ratio of 1-for-20. See Note 7, Stockholders' Equity and Compensation Arrangements , for additional information. As a result, the number of shares and income (loss) per share disclosed throughout this Quarterly Report on Form 10-Q have been retrospectively adjusted to reflect the reverse stock split. 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, which included impairments of our goodwill and long-lived assets in 2020. 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. Unaudited Interim Financial Information We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations and comprehensive income (loss), cash flows and stockholders' equity for the periods presented. These condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. Principles of Consolidation The condensed consolidated financial statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the condensed 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. 10 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: 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. Reclassifications Certain reclassifications have been made to the condensed consolidated financial statements of prior periods to conform to the current period presentation. Adoption of New Accounting Standards We adopted the guidance in ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, on January 1, 2021 . 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 adoption of ASU 2019-12 did not have a material impact on the condensed consolidated financial statements. We adopted the guidance in ASU 2020-03, Codification Improvements to Financial Instruments, on January 1, 2021. This ASU amends a wide variety of Topics in the Codification, including revolving-debt arrangements and allowance for credit losses related to leases. The adoption of ASU 2020-03 did not have a material impact on the condensed consolidated financial statements. We early adopted the guidance in 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, on January 1, 2021. The ASU removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. Additionally, the ASU removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. As a result of adopting ASU 2020-06, we recorded a $ 67.0 million net reduction to additional paid-in capital, a $ 19.0 million increase to non-current liabilities and a $ 48.0 million reduction to our opening accumulated deficit as of January 1, 2021. See Note 5, Financing Arrangements , for additional information. 2. GOODWILL AND LONG-LIVED ASSETS During the first quarter 2020, 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 goodwill and long-lived assets for impairment. 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. For the three months ended March 31, 2020, we recognized $ 109.5 million of goodwill impairment and $ 22.4 million of long-lived asset impairment within our International segment related to our EMEA operations. Future events and changing market conditions due to the impact of COVID-19 could require us to re-evaluate the estimates used in our fair value measurements, potentially resulting in additional impairment of long-lived assets or goodwill in future periods. 11 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table summarizes impairment for long-lived assets by asset type for the three months ended March 31, 2020 (in thousands): Impairment Property, equipment and software, net Furniture and fixtures $ 413 Leasehold improvements 2,806 Office equipment 198 Purchased software 14 Computer hardware 2,842 Right-of-use assets - finance leases, net 1,318 Capitalized software 304 Internally-developed software 2,988 Total Property, equipment and software, net $ 10,883 Right-of-use assets - operating leases, net 10,494 Intangible assets, net 103 Other non-current assets 871 Total long-lived assets $ 22,351 The following table summarizes goodwill activity by segment for the three months ended March 31, 2021 (in thousands): North America International Consolidated Balance as of December 31, 2020 $ 178,685 $ 36,014 $ 214,699 Other (1) — 3,776 3,776 Foreign currency translation — ( 1,111 ) ( 1,111 ) Balance as of March 31, 2021 $ 178,685 $ 38,679 $ 217,364 (1) Represents the reclassification between Right-of-use assets - operating leases, net and Goodwill due to an adjustment in the allocation of impairments recorded in 2020 between those two accounts. The following table summarizes intangible assets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 20,378 $ 10,187 $ 10,191 $ 20,208 $ 9,236 $ 10,972 Trade names 9,671 8,009 1,662 9,651 7,921 1,730 Developed technology 1,688 1,585 103 2,121 1,863 258 Patents 11,104 4,859 6,245 10,813 4,697 6,116 Other intangible assets 17,829 7,346 10,483 17,823 6,748 11,075 Total $ 60,670 $ 31,986 $ 28,684 $ 60,616 $ 30,465 $ 30,151 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 related to intangible assets was $ 2.3 million and $ 2.5 million for the three months ended March 31, 2021 and 2020. As of March 31, 2021, estimated future amortization expense related to intangible assets is as follows (in thousands): 12 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) Remaining amounts in 2021 $ 6,412 2022 8,130 2023 6,952 2024 3,219 2025 1,627 Thereafter 2,344 Total $ 28,684 3. INVESTMENTS The following table summarizes investments as of March 31, 2021 and December 31, 2020 (dollars in thousands): March 31, 2021 Percent Ownership of Voting Stock December 31, 2020 Percent Ownership of Voting Stock Other equity investments $ 36,008 1 % to 19 % $ 37,671 1 % to 19 % Available-for-sale securities - redeemable preferred shares (1) — 19 % to 25 % — 19 % to 25 % Fair value option investments (1) — 10 % to 19 % — 10 % to 19 % Total investments $ 36,008 $ 37,671 (1) We hold available-for-sale securities and fair value option investments in various entities that were written down to zero prior to December 31, 2020. During the first quarter 2020, we recognized a $ 1.4 million loss from changes in the fair value of our fair value option investments. Other Equity Investments Other equity investments represent equity investments without readily determinable fair values recorded at cost adjusted for observable price changes and impairments. During the first quarter 2020, we sold 50 % of our shares in an other equity investment for total cash consideration of $ 34.0 million. In addition, we recorded a $ 6.7 million impairment during the first quarter 2020 to an other equity investment as a result of revised cash flow projections and a deterioration in financial condition due to COVID-19. We did no t recognize any impairments during the three months ended March 31, 2021. 4. SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes other income (expense), net for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Interest income $ 1,155 $ 2,556 Interest expense ( 5,116 ) ( 6,958 ) Foreign currency gains (losses), net (1) 22,084 ( 6,496 ) Impairment and other changes in fair value of investments — ( 8,089 ) Other income (expense), net $ 18,123 $ ( 18,987 ) (1) Foreign currency gains (losses), net for the three months ended March 31, 2021 includes a $ 32.2 million cumulative foreign currency translation adjustment gain that was reclassified into earnings as a result of the substantial liquidation of our subsidiary in Japan as part of our restructuring actions. Refer to Note 9, Restructuring and Related Charges, for additional information. 13 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table summarizes prepaid expenses and other current assets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses $ 20,588 $ 18,038 Income taxes receivable 5,282 5,437 Other 15,391 16,966 Total prepaid expenses and other current assets $ 41,261 $ 40,441 The following table summarizes other non-current assets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Deferred income tax $ 11,438 $ 11,593 Debt issue costs, net 1,489 1,852 Deferred contract acquisition costs 5,957 5,315 Deferred cloud implementation costs 10,494 10,402 Other 4,936 5,165 Total other non-current assets $ 34,314 $ 34,327 The following table summarizes accrued merchant and supplier payables as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Accrued merchant payables $ 280,298 $ 303,260 Accrued supplier payables (1) 48,702 107,703 Total accrued merchant and supplier payables $ 329,000 $ 410,963 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. The following table summarizes accrued expenses and other current liabilities as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Refund reserve $ 35,740 $ 33,173 Compensation and benefits 60,685 54,958 Accrued marketing 14,589 15,299 Restructuring-related liabilities 17,620 13,746 Customer credits 62,824 61,006 Income taxes payable 6,975 7,862 Deferred revenue 8,857 11,223 Deferred payroll taxes (1) 2,922 2,922 Operating and finance lease obligations 36,652 37,755 Deferred cloud computing contract incentive 3,000 3,000 Other 49,418 54,055 Total accrued expenses and other current liabilities $ 299,282 $ 294,999 (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. 14 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table summarizes other non-current liabilities as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Contingent income tax liabilities $ 27,105 $ 25,593 Finance lease obligations 468 730 Restructuring-related liabilities 385 385 Deferred income taxes 3,474 3,170 Deferred payroll taxes (1) 2,922 2,922 Deferred cloud computing contract incentive 3,500 4,250 Other 6,149 7,378 Total other non-current liabilities $ 44,003 $ 44,428 (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. 5. FINANCING ARRANGEMENTS Adoption of ASU 2020-06 On January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective method. The ASU eliminates the requirement to separately recognize an equity component when accounting for convertible debt that may be cash-settled upon conversion or convertible instruments with a beneficial conversion feature. Additionally, the ASU removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. Beginning January 1, 2021, our condensed consolidated financials are presented in accordance with ASU 2020-06, while prior period amounts are not adjusted and continue to be reported in accordance with our historical policies. The new guidance changes the accounting for our 3.25 % Convertible Senior Notes, due 2022, as discussed below. 3.25 % Convertible Senior Notes due 2022 In April 2016, we issued $ 250.0 million in aggregate principal amount of convertible senior notes (the "Atairos 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 Atairos Notes. Atairos controls the voting power of AGH. The net proceeds from this offering were $ 243.2 million. The Atairos Notes bear interest at a rate of 3.25 % per annum, payable annually in arrears on April 1 of each year. Each $1,000 of principal amount of the Atairos 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. In May 2021, we entered into an agreement with AGH pursuant to which we will repurchase the Atairos Notes on or before May 14, 2021. For additional information, see Part II, Item 5. Other Information . Prior to the adoption of ASU 2020-06, we separated the Atairos Notes into their liability and equity components. The liability was initially calculated by measuring the fair value of a similar liability without an associated conversion feature. The difference between the principal amount of the Atairos Notes and the liability component was recognized in equity, effectively resulting in a debt discount. We incurred transaction costs of $ 6.8 million related to the issuance of the Atairos Notes. Transaction costs attributable to the liability component of $ 4.8 million were also recorded as a debt discount in the condensed consolidated balance sheets. The debt discount was amortized to interest expense over the term of the Atairos Notes. Together with the cash interest, this resulted in an effective interest rate of 9.75 %. Transaction costs attributable to the equity component of $ 2.0 million were recorded in stockholders' equity as a reduction of the equity component. Following the adoption of ASU 2020-06, the previously bifurcated equity component of our Atairos Notes was recombined with the liability component, resulting in a single liability-classified instrument. The carrying value of the Atairos Notes at transition was determined by recalculating the basis of the notes as if the conversion option had not been bifurcated at issuance. Transaction costs related to the issuance of the Atairos Notes that were allocated to the equity component were reclassified out of Additional paid-in-capital and the amortization and the related debt discount associated with these costs was recalculated through the transition date. The transaction costs continue to be recorded as a debt discount in the condensed consolidated balance sheets and are amortized to interest expense over the remaining term of the Atairos Notes. Together with the cash interest, this results in an effective interest rate of 3.76 %. As a result of adopting ASU 2020-06, we recorded a $ 67.0 million net reduction to additional paid-in capital, $ 19.0 million increase to non-current liabilities and a $ 48.0 million reduction to our opening accumulated deficit as of January 1, 2021 related to the Atairos Notes. See Note 12, Income (Loss) Per Share , for additional information on the effect on diluted per-share amounts. The carrying amount of the Atairos Notes consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Liability component: Principal amount $ 250,000 $ 250,000 Less: debt discount - transaction costs ( 1,239 ) ( 1,459 ) Less: debt discount - equity — ( 19,051 ) Net carrying amount of liability component $ 248,761 $ 229,490 Net carrying amount of equity component $ — $ 67,014 We classified the fair value of the Atairos 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 Atairos Notes and our cost of debt. The estimated fair value of the Atairos Notes as of March 31, 2021 and December 31, 2020 was $ 262.2 million and $ 263.3 million, and was determined using a lattice model. As of March 31, 2021, the remaining term of the Atairos Notes is approximately 1 year. During the three months ended March 31, 2021 and 2020, we recognized interest costs on the Atairos Notes as follows (in thousands): Three Months Ended March 31, 2021 2020 Contractual interest ( 3.25 % of the principal amount per annum) $ 2,032 $ 2,032 Amortization of debt discount 303 3,516 Total $ 2,335 $ 5,548 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 Atairos Notes, and are exercisable upon conversion of the Atairos Notes. The convertible note hedges are intended to reduce the potential economic dilution upon conversion of the Atairos Notes. The convertible note hedges are separate transactions and are not part of the terms of the Atairos Notes. Holders of the Atairos Notes do not have any rights with respect to the convertible note hedges. 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 Atairos Notes or convertible note hedges. Holders of the Atairos 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 condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. 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 Atairos Notes, while the proceeds received from the warrants are not taxable. In connection with the repurchase of the Atairos Notes, we intend to unwind the related note hedge and warrants. Under the if-converted method, the shares of common stock underlying the conversion option in the Atairos Notes are included in the diluted earnings per share denominator and the interest expense and amortization of the transaction costs on the Atairos Notes, net of tax, is added to the numerator. 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 Atairos Notes and to effectively increase the overall conversion price from $ 108.00 to $ 170.00 per share. 1.125 % Convertible Senior Notes due 2026 In March 2021, we issued $ 200.0 million aggregate principal amount of convertible senior notes due 2026 (the "2026 Notes") in a private offering to qualified institutional buyers. The net proceeds from this offering were $ 193.0 million. The 2026 Notes bear interest at a rate of 1.125 % per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. We used $ 23.8 million of the net proceeds from the offering to pay the cost of certain related capped call transactions, and intend to use the remaining net proceeds, together with cash on hand, to repay or repurchase, the Atairos Notes. As of March 31, 2021, the remaining net proceeds from this offering and related transactions of $ 169.8 million is presented in Restricted cash in our condensed consolidated balance sheets. The use of the net proceeds from the offering is subject to the terms of our second amendment to the revolving credit agreement, as described in the Revolving Credit Agreement section below. In April 2021, we issued an additional $ 30.0 million aggregate principal amount of 2026 Notes following the exercise by the initial purchasers of their option to purchase additional 2026 Notes, and we entered into additional capped call transactions in connection therewith. The net proceeds from the sale of the additional 2026 Notes were $ 29.1 million. We used $ 3.6 million of the net proceeds to pay the cost of the additional capped call transactions and intend to use the remainder of the net proceeds from the over-allotment option to repay or repurchase the Atairos Notes. Each $1,000 of principal amount of the 2026 Notes initially is convertible into 14.6800 shares of common stock, which is equivalent to an initial conversion price of $ 68.12 per share, subject to adjustment upon the occurrence of specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture governing the 2026 Notes) or if we issue a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2026 Notes in connection with such make-whole fundamental change or redemption. 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. Subject to certain conditions, holders of the 2026 Notes may convert the 2026 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. Based on the closing price of the common stock of $ 50.55 as of March 31, 2021, the if-converted value of the 2026 Notes was less than the principal amount. Certain conditions apply to the conversion by holders and redemption by us of the 2026 Notes, which are set forth in the Indenture governing the 2026 Notes. In addition, upon the occurrence of a fundamental change (as defined in the Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes for cash. The 2026 Notes are our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries (including trade payables). 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 2026 Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the 2026 Notes and any accrued and unpaid interest would automatically become immediately due and payable. We account for the 2026 Notes as a single liability-classified instrument measured at amortized cost due to the adoption of ASU 2020-06. The carrying value of the 2026 Notes was determined by deducting transaction costs incurred in connection with the issuance of the 2026 Notes of $ 6.8 million from the principal amount. Those transaction costs were recorded as a debt discount in the condensed consolidated balance sheets and are amortized to interest expense. Together with the cash interest, this results in an effective interest rate of 1.84 % over the term of the 2026 Notes. We have presented the 2026 Notes in non-current liabilities in the accompanying condensed consolidated balance sheets. The carrying amount of the 2026 Notes consisted of the following as of March 31, 2021 (in thousands): March 31, 2021 Principal amount $ 200,000 Less: debt discount ( 6,765 ) Net carrying amount of liability $ 193,235 We classified the fair value of the 2026 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 2026 Notes and our cost of debt. The estimated fair value of the 2026 Notes as of March 31, 2021 was $ 205.4 million and was determined using a lattice model. Capped Call Transactions In March and April 2021, in connection with the offering of the 2026 Notes, we entered into privately negotiated capped call transactions with each of Barclays Bank PLC, BNP Paribas and Mizuho Markets Americas LLC. The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the 2026 Notes. The capped call transactions are expected generally to reduce potential dilution to our common stock upon any conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap initially equal to $ 104.80 (which represents a premium of 100 % over the last reported sale price of our common stock on The Nasdaq Global Select Market on March 22, 2021), subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are accounted for as freestanding derivatives and recorded at the initial fair value in additional paid-in-capital in the condensed consolidated balance sheets with no recorded subsequent change to fair value as long as they meet the criteria for equity classification. Under the if-converted method, the shares of common stock underlying the conversion option in the 2026 Notes are included in the diluted earnings per share denominator and the interest expense and amortization of the debt discount on the 2026 Notes, net of tax, is added to the numerator. However, upon conversion, there will be minimized economic dilution from the 2026 Notes, as exercise of the capped call transactions reduces dilution from the 2026 Notes that would have otherwise occurred when the price of our common stock exceeds the conversion price. The capped call transactions are intended to offset actual dilution from the conversion of the 2026 Notes and to effectively increase the overall conversion price from $ 68.12 to $ 104.80 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 Amendments described below) and matures in May 2024. In July 2020, we entered into an amendment to the revolving credit agreement (the "First Amendment") in order to provide us with, among other things, operational flexibility and covenant relief through the end of the first quarter of 2021 in light of the ongoing impacts of COVID-19 on our business. In addition to the covenant relief described below, the First Amendment permanently reduces borrowing capacity under our senior secured revolving credit facility from $ 400.0 million to $ 225.0 million. In March 2021, we entered into a second amendment to the revolving credit agreement (the "Second Amendment" and the revolving credit agreement as amended, the "Amended Credit Agreement") to extend the suspension period provided by the First Amendment through the fourth quarter 2021 (the "Suspension Period"), amend and remove certain financial covenants applicable after the amended Suspension Period ends and permit the issuance of the 2026 Notes and related capped call transactions. The Second Amendment requires that the net proceeds from the 2026 Notes be used to repay or repurchase the Atairos Notes. We deferred debt issuance costs of $ 3.5 million as a result of entering into the Amended Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the condensed consolidated balance sheets as of March 31, 2021 and are amortized to interest expense over the term of the respective agreement. Pursuant to the Amendments, during the Suspension Period, we will be exempt from certain covenant restrictions, namely the requirements to maintain a maximum funded indebtedness to EBITDA ratio, 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 (which covenant will apply again upon termination of the Suspension Period). Additionally, the Amendments provide 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. The Second Amendment also permanently removes requirements (which previously only applied after the Suspension Period) that we maintain (i) a maximum senior secured indebtedness to EBITDA ratio and (ii) unrestricted cash of not less than $ 250 million. Finally, the Second Amendment changes the requirement to maintain a minimum fixed charge coverage ratio (which requirement applies only after the Suspension Period ends) to a requirement to maintain a minimum interest coverage ratio. 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 Amendments further restrict 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. 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 Amendments also increased interest rates through the end of the Suspension Period, 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 $ 100.0 million of outstanding borrowings and $ 23.1 million of outstanding letters of credit as of March 31, 2021, and $ 200.0 million of outstanding borrowings and $ 20.6 million of outstanding letters of credit as of December 31, 2020 under the Amended Credit Agreement. 6. COMMITMENTS AND CONTINGENCIES Our contractual obligations and commitments and future operating income under our operating subleases as of March 31, 2021 and through the date of this report, did not materially change from the amounts set forth in our 2020 Annual Report on Form 10-K. 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 and, on April 28, 2021, the Court granted this motion and dismissed the complaint without prejudice. The Court provided the plaintiff with the opportunity to file a motion to seek leave to file an amended complaint. It set a deadline of May 19, 2021 for plaintiff to file this motion. We intend to continue to vigorously defend the case, 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, condensed 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. 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. Our remaining indemnification liabilities were $ 2.8 million as of March 31, 2021. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of March 31, 2021 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. 7. STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS 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. Accordingly, the number of shares, equity awards, and income (loss) per share disclosed throughout this Quarterly Report on Form 10-Q have been retrospectively adjusted to reflect the reverse stock split for all prior periods presented. Common Stock Pursuant to our restated certificate of incorporation, as of March 31, 2021, the Board had 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 three months ended March 31, 2021 and 2020, we did no t purchase any shares under the program. As of March 31, 2021, 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. Groupon, Inc. Stock Plans The Groupon, Inc. Stock Plans (the "Plans") are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of March 31, 2021, 3,212,132 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 are presented within the following line items of the condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 171 $ 259 Marketing 135 874 Selling, general and administrative 6,873 12,882 Total stock-based compensation expense $ 7,179 $ 14,015 We capitalized $ 0.9 million and $ 1.1 million of stock-based compensation for the three months ended March 31, 2021 and 2020 in connection with internally-developed software and cloud computing arrangements. 15 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) Employee Stock Purchase Plan The Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended, ("ESPP") authorizes us to grant up to 1,000,000 shares of common stock under that plan as of March 31, 2021. For the three months ended March 31, 2021 and 2020, 23,418 and 28,621 shares of common stock were issued under the ESPP. 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 three months ended March 31, 2021: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2020 1,853,007 $ 31.91 Granted 129,827 32.87 Vested ( 222,244 ) 27.60 Forfeited ( 125,053 ) 32.39 Unvested at March 31, 2021 1,635,537 $ 32.37 As of March 31, 2021, $ 31.4 million of unrecognized compensation costs related to unvested restricted stock units are expected to be recognized over a remaining weighted-average period of 0.94 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"). 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 three months ended March 31, 2021: 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, 2020 124,709 $ 29.73 57,668 $ 60.60 Granted (1) 41,729 15.44 — — Vested ( 86,710 ) 24.36 — — Forfeited ( 282 ) 69.00 — — Unvested at March 31, 2021 79,446 27.95 57,668 60.60 Maximum shares issuable upon vesting at March 31, 2021 79,446 57,668 (1) Performance Share Units granted during the three months ended March 31, 2021 relate to the issuance of incremental shares upon the Compensation Committee's certification of the achievement of the 2020 performance metrics. 16 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) As of March 31, 2021, $ 1.0 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 1.35 years. We have recognized all compensation costs related to our unvested Market-Based Performance Share Units. 8. REVENUE RECOGNITION Refer to Note 13, Segment Information , for revenue summarized by reportable segment and category for the three months ended March 31, 2021 and 2020. 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 $ 8.9 million as of March 31, 2021. As of December 31, 2020, our deferred revenue was $ 11.2 million, which was substantially recognized during the three months ended March 31, 2021. 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 three months ended March 31, 2021 (in thousands): Customer Credits Balance as of December 31, 2020 $ 61,006 Credits issued 50,051 Credits redeemed (1) ( 41,283 ) Breakage revenue recognized ( 6,205 ) Foreign currency translation ( 745 ) Balance as of March 31, 2021 $ 62,824 (1) 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. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. Deferred contract acquisition costs are presented within the following line items of the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses and other current assets $ 973 $ 1,009 Other non-current assets 5,957 5,315 The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the condensed consolidated statements of operations. We amortized $ 2.6 million and $ 4.7 million of deferred contract acquisition costs during the three months ended March 31, 2021 and 2020. We did not recognize any impairments in relation to the deferred contract acquisition costs during the three months ended March 31, 2021 and 2020. 17 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) Allowance for Expected Credit Losses on Accounts Receivable We establish an allowance for expected credit losses on accounts receivables 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. The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the three months ended March 31, 2021 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2020 $ 9,756 Change in provision ( 244 ) Write-offs ( 292 ) Foreign currency translation ( 3 ) Balance as of March 31, 2021 $ 9,217 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 and recognize that amount as revenue 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. Beginning in 2020, we increased our constraint on revenue from unredeemed vouchers to reflect ongoing uncertainty in future customer redemption behavior due to the impacts of COVID-19. If actual redemptions differ from our estimates, the effects could be material to the condensed consolidated financial statements. During the three months ended March 31, 2021, we recognized an immaterial amount of variable consideration from unredeemed vouchers that were sold in a prior period. 9. 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 restructuring actions through the end of 2021. Our restructuring plan includes workforce reductions of approximately 1,200 positions globally, the exit or discontinuation of the use of certain leases and other assets, impairments of our right-of-use and other long-lived assets, and the exit of our operations in Japan and New Zealand. In the first quarter 2021, we substantially liquidated our subsidiary in Japan and reclassified $ 32.2 million of cumulative foreign currency translation gains into earnings, which is presented in Other income (expense), net on the condensed consolidated statement of operations for the three months ended March 31, 2021. 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 condensed consolidated statements of operations. 18 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table summarizes costs incurred by segment related to the restructuring plans for the three months ended March 31, 2021 (in thousands): Three Months Ended March 31, 2021 Employee Severance and Benefit Costs Legal and Advisory Costs Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 442 $ 807 $ 741 $ 1,990 International 6,460 ( 22 ) ( 1,006 ) 5,432 Consolidated $ 6,902 $ 785 $ ( 265 ) $ 7,422 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 condensed 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 condensed consolidated balance sheets. The following table summarizes restructuring liability activity for each period (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total 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 Charges payable in cash 6,902 785 7,687 Cash payments ( 2,431 ) ( 812 ) ( 3,243 ) Foreign currency translation ( 570 ) — ( 570 ) Balance as of March 31, 2021 $ 17,198 $ 807 $ 18,005 (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. 10. INCOME TAXES Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items. Provision (benefit) for income taxes and income (loss) from continuing operations before provision (benefit) for income taxes for the three months ended March 31, 2021 and 2020 was as follows (in thousands): Three Months Ended March 31, 2021 2020 Provision (benefit) for income taxes $ 2,427 $ ( 5,988 ) Income (loss) from continuing operations before provision (benefit) for income taxes 16,875 ( 216,848 ) Our U.S. Federal income tax rate is 21%. The effective tax rate for the three months ended March 31, 2021 was lower than the U.S. statutory federal income tax rate due to the benefit of non-taxable items and the U.S. research and development tax credit. The three months ended March 31, 2021 and 2020 were also impacted by the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The three months ended March 31, 2020 was impacted by the reversals of reserves for uncertain tax positions due to the closure of tax audits and by the carryback of federal net operating losses due to the income tax relief provided by the CARES Act. We expect that our consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses. We are currently undergoing income tax audits in multiple 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 are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $ 122.4 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 March 31, 2021 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 March 31, 2021 and December 31, 2020 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. 11. 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. 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 have fair value option investments and available-for-sale securities that we measure using the income approach. We have classified these investments as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. Contingent consideration. During the three months ended March 31, 2021, we settled a contingent consideration arrangement to the former owners of a business acquired in 2018. We use the income approach to value contingent consideration obligations based on future financial performance. We have classified our contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs such as probability-weighting of payment outcomes. 19 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table provides a roll forward of the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Assets Fair value option investments: Beginning Balance $ — $ 1,405 Total gains (losses) included in earnings — ( 1,405 ) Ending Balance $ — $ — Unrealized gains (losses) still held (1) $ — $ ( 1,405 ) Liabilities Contingent Consideration: Beginning Balance $ 326 $ 1,298 Settlements of contingent consideration liabilities ( 393 ) — Total losses (gains) included in earnings — 4 Foreign currency translation 67 ( 83 ) Ending Balance $ — $ 1,219 Unrealized gains (losses) still held (1) $ — $ 4 (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. 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 $ 22.4 million in non-cash impairment charges related to long-lived assets during the three months ended March 31, 2020. See Note 2, Goodwill and Long-Lived Assets, for additional information. We recognized $ 6.7 million in impairment charges related to an other equity method investment during the three months ended March 31, 2020. See Note 3, Investments , for additional information. We did not record any other significant nonrecurring fair value measurements after initial recognition for the three months ended March 31, 2021 and 2020. 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, short-term borrowings, 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 March 31, 2021 and December 31, 2020 due to their short-term nature. 12. 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 20 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) 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 three months ended March 31, 2021 and 2020 (in thousands, except share amounts and per share amounts): Three Months Ended March 31, 2021 2020 Basic and diluted net income (loss) per share: Numerator Net income (loss) - continuing operations $ 14,448 $ ( 210,860 ) Less: Net income (loss) attributable to noncontrolling interests ( 110 ) 3,044 Basic net income (loss) attributable to common stockholders - continuing operations 14,558 ( 213,904 ) Net income (loss) attributable to common stockholders - discontinued operations — 382 Basic net income (loss) attributable to common stockholders $ 14,558 $ ( 213,522 ) Add: Effect of assumed conversion of convertible senior notes due 2026, net of tax (1) $ 72 $ — Diluted net income (loss) attributable to common stockholders - continuing operations 14,630 ( 213,904 ) Net income (loss) attributable to common stockholders - discontinued operations — 382 Diluted net income (loss) attributable to common stockholders $ 14,630 $ ( 213,522 ) Denominator Shares used in computation of basic net income (loss) per share 29,028,489 28,365,216 Weighted-average effect of diluted securities Restricted stock units 931,922 — Performance share units and other stock-based compensation awards 109,419 — Convertible senior notes due 2026 (1) 195,733 — Shares used in computation of diluted net income (loss) per share 30,265,563 28,365,216 Basic net income (loss) per share: Continuing operations $ 0.50 $ ( 7.54 ) Discontinued operations — 0.01 Basic net income (loss) per share $ 0.50 $ ( 7.53 ) Diluted net income (loss) per share: Continuing operations $ 0.48 $ ( 7.54 ) Discontinued operations — 0.01 Diluted net income (loss) per share $ 0.48 $ ( 7.53 ) (1) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations are adjusted for interest expense, net of tax, and the denominator is adjusted for the number shares into which the convertible senior notes could be converted. The effect is only included in the calculation of earnings per share for those instruments for which it would reduce earnings per share. Beginning January 1, 2021, the interest expense, net of tax, included in the numerator adjustment is calculated in accordance with ASU 2020-06, while prior period interest expense, net of tax, included in the numerator adjustment continues to be calculated in accordance with the historical policies and remains unchanged. See Note 5, Financing Arrangements , for additional information. 21 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) 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: Three Months Ended March 31, 2021 2020 Restricted stock units 172,015 1,657,810 Performance share units and other stock-based compensation awards — 279,243 Convertible senior notes due 2022 (1) 2,314,815 2,314,815 Warrants 2,314,815 2,314,815 Capped call transactions 195,733 — Total 4,997,378 6,566,683 (1) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations are adjusted for interest expense, net of tax, and the denominator is adjusted for the number shares into which the convertible senior notes could be converted. The effect is only included in the calculation of earnings per share for those instruments for which it would reduce earnings per share. See Note 5, Financing Arrangements , for additional information. We had outstanding Market-based Performance share units as of March 31, 2021 and 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 March 31, 2021, 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. 22 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) 13. 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. Our operations are organized into two segments: North America and International. Our measure of segment profitability is 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. The following table summarizes revenue by reportable segment and category for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 North America Service revenue: Local $ 125,374 $ 142,660 Goods 15,285 3,745 Travel 5,959 6,449 Total service revenue 146,618 152,854 Product revenue - Goods 626 82,275 Total North America revenue (1) 147,244 235,129 International Service revenue: Local 23,189 48,668 Goods 1,970 2,233 Travel 847 3,273 Total service revenue 26,006 54,174 Product revenue - Goods 90,567 84,847 Total International revenue (1) $ 116,573 $ 139,021 (1) North America includes revenue from the United States of $ 145.0 million and $ 230.9 million for the three months ended March 31, 2021 and 2020. International includes revenue from the United Kingdom and France of $ 42.1 million and $ 28.5 million for the three months ended March 31, 2021, and United Kingdom of $ 49.5 million for the three months ended March 31, 2020. There were no other individual countries that represented more than 10% of consolidated total revenue for the three months ended March 31, 2021 and 2020. Revenue is attributed to individual countries based on the location of the customer. 23 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table summarizes gross profit by reportable segment and category for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 North America Service gross profit: Local $ 112,426 $ 123,859 Goods 13,056 3,008 Travel 4,718 3,962 Total service gross profit 130,200 130,829 Product gross profit - Goods 168 12,942 Total North America gross profit 130,368 143,771 International Service gross profit: Local 21,427 44,524 Goods 1,859 2,016 Travel 713 2,744 Total service gross profit 23,999 49,284 Product gross profit - Goods 12,616 8,192 Total International gross profit $ 36,615 $ 57,476 24 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) The following table summarizes contribution profit by reportable segment for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 North America Gross profit $ 130,368 $ 143,771 Marketing 22,768 39,409 Contribution profit 107,600 104,362 International Gross profit 36,615 57,476 Marketing 10,898 20,721 Contribution profit 25,717 36,755 Consolidated Gross profit 166,983 201,247 Marketing 33,666 60,130 Contribution profit 133,317 141,117 Selling, general and administrative 127,143 207,135 Goodwill impairment — 109,486 Long-lived asset impairment — 22,351 Restructuring and related charges 7,422 6 Income (loss) from operations $ ( 1,248 ) $ ( 197,861 ) The following table summarizes total assets by reportable segment as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Total assets: North America (1) $ 1,056,466 $ 971,110 International (1) 345,571 440,397 Consolidated total assets $ 1,402,037 $ 1,411,507 (1) North America contains assets from the United States of $ 1,032.9 million and $ 948.1 million as of March 31, 2021 and December 31, 2020. International contained assets from Switzerland of $ 151.7 million as of December 31, 2020. There were no other individual countries that represented more than 10% of consolidated total assets as of March 31, 2021 and December 31, 2020. 25 GROUPON, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (unaudited) 14. SUBSEQUENT EVENTS In April 2021, we issued an additional $ 30.0 million aggregate principal amount of 2026 Notes following the exercise by the initial purchasers of their option to purchase additional 2026 Notes, and we entered into additional capped call transactions in connection therewith. See Note 5, Financing Arrangements, for additional information. In May 2021, we entered into an agreement with AGH to repurchase the Atairos Notes on or before May 14, 2021 for a purchase price equal to the $ 250.0 million outstanding principal amount of the Atairos Notes, any accrued and unpaid interest through the repurchase date, and $ 4.0 million of cash consideration. Funds for the repurchase, excluding any interest, are expected to come from the following (in millions): Restricted cash held as of March 31, 2021 $ 169.8 Additional net proceeds from 2026 Notes issued in April 2021 25.5 Unrestricted cash 58.7 26