Groupon, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents Groupon, Inc. Consolidated Financial Statements As of December 31, 2021 and 2020 and for the Years Ended December 31, 2021, 2020 and 2019 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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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 28, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting. 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. Variable Consideration Revenue Recognition—Refer to Notes 2 and 13 to the financial statements Critical Audit Matter Description In accordance with the measurement principles of the revenue recognition accounting standard, the Company estimates variable consideration and includes such estimates in its determination of the transaction price that is recognized as revenue. The Company’s estimate of variable consideration each period is associated with gross billings for vouchers that are ultimately not redeemed by customers and for which the Company’s payment terms to merchants are upon redemption. For vouchers with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold unless and until the customer redeems the related voucher. If the voucher is never redeemed by the customer, the Company retains the full amount paid for the voucher and is not required to remit to the merchant its portion of the voucher’s sales proceeds. Evaluating management’s model and assumptions used to estimate variable consideration revenue involved especially subjective judgment. 60 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to evaluating the Company’s model and assumptions used to estimate the variable consideration revenue amount included the following, among others: • We tested the effectiveness of controls over the estimation of the variable consideration revenue. • We evaluated the Company’s model used to measure the variable consideration revenue amount by considering if it conforms with the objectives and measurement principles of the revenue recognition standard related to variable consideration. • We evaluated whether the Company used the proper data in the model. We also tested the completeness and accuracy of the data used in the model. • We evaluated the assumptions used in the model, specifically the estimated redemption rates for cohorts of vouchers, by comparing the assumed redemption rates used in the model to historical redemption rates for similar vouchers. Valuation Allowance on Deferred Tax Assets—Refer to Notes 2 and Note 15 to the financial statements Critical Audit Matter Description The Company recognizes deferred income tax assets and liabilities for the estimated future tax effects attributable to temporary differences and carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized in the future. Future realization of deferred tax assets depends on the existence of sufficient taxable income within the carryback or carryforward period of the appropriate character under the relevant tax law. Sources of taxable income include future reversals of deferred tax assets and liabilities, future taxable income (exclusive of the reversals of deferred tax assets and liabilities), taxable income in prior carryback year(s) if permitted under the tax law, and tax planning strategies. During 2021, the Company reversed $57.7 million of its valuation allowance related to domestic deferred tax assets because they concluded that it was more-likely-than-not that the domestic deferred tax assets were realizable based on current circumstances. The Company’s valuation allowance for all deferred tax assets was $145.1 million as of December 31, 2021. The Company’s determination of the valuation allowance involves estimates. Management’s primary estimate in determining whether a valuation allowance should be established is the projection of future sources of taxable income. Auditing management’s estimate of future sources of taxable income, which affects the recorded valuation allowances, involved especially subjective judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to evaluating the basis for management’s conclusions regarding the realizability of deferred tax assets included the following, among others: • We tested the effectiveness of controls over management’s deferred tax asset realizability assessment. • With the assistance of our income tax specialists, we considered relevant tax laws and regulations in evaluating the appropriateness of management’s estimates of future sources of taxable income. • We evaluated the reasonableness of management’s estimates of future sources of taxable income by comparing the estimates to historical sources of taxable income or losses and to forecasted information used in other areas of management’s accounting reporting models. We also evaluated management’s ability to reliably forecast by comparing actual results to management’s historical forecasts. • With the assistance of our income tax specialists, we evaluated whether the estimated future sources of taxable income were of the appropriate character to utilize the deferred tax assets under tax law. • We evaluated management’s assessment that it is more-likely-than-not that sufficient taxable income will be generated in the future to utilize the net domestic deferred tax assets. We considered the appropriateness of the timing of the change in assessment of realizability of the domestic deferred tax assets, giving consideration to current and historical facts and circumstances. Income Taxes—Foreign Tax Position—Refer to Notes 2 and 15 to the financial statements Critical Audit Matter Description 61 The Company received a proposed income tax assessment from the tax authority in one foreign jurisdiction in the amount of $118.5 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. 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 5 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 primarily 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 $216.4 million as of December 31, 2021. The Company did not record any goodwill impairment charges for the year ended December 31, 2021. Auditing the estimates and assumptions that impacted the valuation of the reporting units 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 annual and periodic goodwill 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) 62 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. /s/ Deloitte & Touche LLP Chicago, Illinois February 28, 2022 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, 2021 2020 Assets Current assets: Cash and cash equivalents $ 498,726 $ 850,587 Accounts receivable, net 36,755 42,998 Prepaid expenses and other current assets 52,570 40,441 Total current assets 588,051 934,026 Property, equipment and software, net 73,581 85,284 Right-of-use assets - operating leases, net 47,958 75,349 Goodwill 216,393 214,699 Intangible assets, net 24,310 30,151 Investments 119,541 37,671 Deferred income taxes 62,945 11,593 Other non-current assets 25,102 22,734 Total assets $ 1,157,881 $ 1,411,507 Liabilities and equity Current liabilities: Short-term borrowings $ 100,000 $ 200,000 Accounts payable 22,165 33,026 Accrued merchant and supplier payables 269,509 410,963 Accrued expenses and other current liabilities 239,313 294,999 Total current liabilities 630,987 938,988 Convertible senior notes, net 223,403 229,490 Operating lease obligations 58,747 90,927 Other non-current liabilities 34,448 44,428 Total liabilities 947,585 1,303,833 Commitments and contingencies (see Note 10) Stockholders' equity Common stock, par value $ 0.0001 per share, 100,500,000 shares authorized; 40,007,255 shares issued and 29,713,138 shares outstanding at December 31, 2021; 39,142,896 shares issued and 28,848,779 shares outstanding at December 31, 2020 4 4 Additional paid-in capital 2,294,215 2,348,114 Treasury stock, at cost, 10,294,117 shares at December 31, 2021 and December 31, 2020 ( 922,666 ) ( 922,666 ) Accumulated deficit ( 1,156,868 ) ( 1,320,886 ) Accumulated other comprehensive income (loss) ( 4,813 ) 3,109 Total Groupon, Inc. stockholders' equity 209,872 107,675 Noncontrolling interests 424 ( 1 ) Total equity 210,296 107,674 Total liabilities and equity $ 1,157,881 $ 1,411,507 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, 2021 2020 2019 Revenue: Service $ 794,795 $ 643,653 1,126,357 Product 172,313 773,215 1,092,558 Total revenue 967,108 1,416,868 2,218,915 Cost of revenue: Service 82,020 79,296 114,462 Product 147,972 660,278 918,324 Total cost of revenue 229,992 739,574 1,032,786 Gross profit 737,116 677,294 1,186,129 Operating expenses: Marketing 188,780 154,534 339,355 Selling, general and administrative 511,096 603,185 806,945 Goodwill impairment — 109,486 — Long-lived asset impairment — 22,351 — Restructuring and related charges 41,895 64,836 31 Total operating expenses 741,771 954,392 1,146,331 Income (loss) from operations ( 4,655 ) ( 277,098 ) 39,798 Other income (expense), net 92,680 ( 16,968 ) ( 53,329 ) Income (loss) from continuing operations before provision (benefit) for income taxes 88,025 ( 294,066 ) ( 13,531 ) Provision (benefit) for income taxes ( 32,323 ) ( 7,504 ) 761 Income (loss) from continuing operations 120,348 ( 286,562 ) ( 14,292 ) Income (loss) from discontinued operations, net of tax — 382 2,597 Net income (loss) 120,348 ( 286,180 ) ( 11,695 ) Net (income) loss attributable to noncontrolling interests ( 1,680 ) ( 1,751 ) ( 10,682 ) Net income (loss) attributable to Groupon, Inc. $ 118,668 $ ( 287,931 ) $ ( 22,377 ) Basic net income (loss) per share: Continuing operations $ 4.04 $ ( 10.08 ) $ ( 0.88 ) Discontinued operations — 0.01 0.09 Basic net income (loss) per share $ 4.04 $ ( 10.07 ) $ ( 0.79 ) Diluted net income (loss) per share: Continuing operations $ 3.68 $ ( 10.08 ) $ ( 0.88 ) Discontinued operations — 0.01 0.09 Diluted net income (loss) per share $ 3.68 $ ( 10.07 ) $ ( 0.79 ) Weighted average number of shares outstanding: Basic 29,365,880 28,604,115 28,370,417 Diluted 33,513,440 28,604,115 28,370,417 See Notes to Consolidated Financial Statements. 65 GROUPON, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2021 2020 2019 Income (loss) from continuing operations $ 120,348 $ ( 286,562 ) $ ( 14,292 ) Other comprehensive income (loss) from continuing operations: Net change in unrealized gain (loss) on foreign currency translation adjustments ( 40,195 ) ( 35,972 ) 4,858 Reclassification of cumulative foreign currency translation adjustments (See Note 14) 32,273 — — Net change in unrealized gain (loss) on available-for-sale securities (net of tax effect of $ 0 for all periods presented) — — ( 379 ) Other comprehensive income (loss) from continuing operations ( 7,922 ) ( 35,972 ) 4,479 Comprehensive income (loss) from continuing operations 112,426 ( 322,534 ) ( 9,813 ) Income (loss) from discontinued operations — 382 2,597 Comprehensive income (loss) from discontinued operations — 382 2,597 Comprehensive income (loss) 112,426 ( 322,152 ) ( 7,216 ) Comprehensive income attributable to noncontrolling interests ( 1,680 ) ( 1,751 ) ( 10,682 ) Comprehensive income (loss) attributable to Groupon, Inc. $ 110,746 $ ( 323,903 ) $ ( 17,898 ) 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 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, 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 Cumulative effect of change in accounting principle due to adoption of ASU 2020-06, net of tax — — ( 64,319 ) — — 45,350 — ( 18,969 ) — ( 18,969 ) Comprehensive income (loss) — — — — — 118,668 ( 7,922 ) 110,746 1,680 112,426 Vesting of restricted stock units and performance share units 1,319,695 — — — — — — — — — Shares issued under employee stock purchase plan 49,399 — 1,128 — — — — 1,128 — 1,128 Tax withholdings related to net share settlements of stock-based compensation awards ( 504,735 ) — ( 19,834 ) — — — — ( 19,834 ) — ( 19,834 ) Purchase of capped call transactions, net of tax — — ( 20,502 ) — — — — ( 20,502 ) — ( 20,502 ) Settlement of convertible note hedges, net of tax — — 14,511 — — — — 14,511 — 14,511 Settlement of warrants — — ( 1,752 ) — — — — ( 1,752 ) — ( 1,752 ) Stock-based compensation on equity-classified awards — — 36,869 — — — — 36,869 — 36,869 Distributions to noncontrolling interest holders — — — — — — — — ( 1,255 ) ( 1,255 ) Balance at December 31, 2021 40,007,255 $ 4 $ 2,294,215 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,156,868 ) $ ( 4,813 ) $ 209,872 $ 424 $ 210,296 See Notes to Consolidated Financial Statements. 67 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2021 2020 2019 Operating activities Net income (loss) $ 120,348 $ ( 286,180 ) $ ( 11,695 ) Less: Income (loss) from discontinued operations, net of tax — 382 2,597 Income (loss) from continuing operations 120,348 ( 286,562 ) ( 14,292 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization of property, equipment and software 63,925 77,792 91,410 Amortization of acquired intangible assets 8,894 9,730 14,355 Impairment of goodwill — 109,486 — Impairment of long-lived assets — 22,351 — Restructuring-related impairment 7,651 21,622 — Stock-based compensation 33,169 39,010 81,615 Changes in fair value of investments ( 95,623 ) 8,089 31,061 Deferred income taxes ( 33,985 ) ( 7,101 ) ( 1,485 ) Amortization of debt discount on convertible senior notes 1,601 14,621 13,200 Foreign currency translation adjustments reclassified into earnings ( 32,273 ) — — Change in assets and liabilities: Accounts receivable 5,432 13,524 13,577 Prepaid expenses and other current assets ( 13,472 ) 42,249 3,176 Right-of-use assets - operating leases 19,919 22,463 26,226 Accounts payable ( 10,302 ) 11,414 ( 17,401 ) Accrued merchant and supplier payables ( 133,849 ) ( 142,624 ) ( 109,176 ) Accrued expenses and other current liabilities ( 45,015 ) 36,159 ( 26,071 ) Operating lease obligations ( 31,801 ) ( 36,864 ) ( 28,552 ) Other, net 11,423 ( 18,957 ) ( 6,360 ) Net cash provided by (used in) operating activities from continuing operations ( 123,958 ) ( 63,598 ) 71,283 Net cash provided by (used in) operating activities from discontinued operations — — — Net cash provided by (used in) operating activities ( 123,958 ) ( 63,598 ) 71,283 Investing activities Purchases of property and equipment and capitalized software ( 49,630 ) ( 48,711 ) ( 67,328 ) Proceeds from sale or divestment of investment 6,950 31,605 3,475 Acquisitions of intangible assets and other investing activities ( 3,131 ) ( 4,240 ) ( 3,738 ) Net cash provided by (used in) investing activities from continuing operations ( 45,811 ) ( 21,346 ) ( 67,591 ) Net cash provided by (used in) investing activities from discontinued operations — 1,224 — Net cash provided by (used in) investing activities ( 45,811 ) ( 20,122 ) ( 67,591 ) Financing activities Proceeds from issuance of 2026 convertible notes 230,000 — — Proceeds from (payments of) borrowings under revolving credit agreement ( 100,000 ) 200,000 — Issuance costs for 2026 convertible notes and revolving credit agreement ( 7,747 ) ( 1,686 ) ( 2,384 ) Purchase of capped call transactions ( 27,416 ) — — Payments for the repurchase of Atairos convertible notes ( 254,000 ) — — Proceeds from the settlement of convertible note hedges 2,315 — — Payments for the settlement of warrants ( 1,345 ) — — Payments for repurchases of common stock — — ( 45,631 ) Taxes paid related to net share settlements of stock-based compensation awards ( 19,834 ) ( 10,607 ) ( 18,105 ) Payments of finance lease obligations ( 5,302 ) ( 8,930 ) ( 19,687 ) Other financing activities ( 521 ) ( 1,979 ) ( 6,812 ) Net cash provided by (used in) financing activities ( 183,850 ) 176,798 ( 92,619 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations 2,017 6,574 ( 3,144 ) Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations ( 351,602 ) 99,652 ( 92,071 ) 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 ( 351,602 ) 98,428 ( 92,071 ) Cash, cash equivalents and restricted cash, beginning of period (1) 851,085 752,657 844,728 Cash, cash equivalents and restricted cash, end of period (1) $ 499,483 $ 851,085 $ 752,657 See Notes to Consolidated Financial Statements. 68 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2021 2020 2019 Supplemental disclosure of cash flow information Income tax payments (refunds) for continuing operations $ 11,145 $ 3,262 $ 11,898 Cash paid for interest 13,866 12,749 9,145 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 $ ( 120 ) $ ( 522 ) $ ( 1,021 ) Operating cash flows from operating leases ( 33,079 ) ( 36,864 ) ( 36,723 ) Right-of-use assets obtained in exchange for lease liabilities: Finance leases — — 3,929 Operating leases 683 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, 2021, 2020 and 2019 (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 498,726 $ 850,587 $ 750,887 Restricted cash included in prepaid expenses and other current assets 757 498 1,534 Restricted cash included in other non-current assets — — 236 Cash, cash equivalents and restricted cash $ 499,483 $ 851,085 $ 752,657 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 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. Our operations are organized into two segments: North America and International. See Note 19, Segment Information, for more information . COVID-19 Pandemic For the years ended December 31, 2021 and 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. 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 Accounting Standards Update ("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 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 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 income (loss) per share for convertible instruments and contracts in an entity’s own equity. Prior to the adoption of ASU 2020-06, we separated the convertible senior notes due 2022 (the "Atairos Notes") into their liability and equity components. Following the adoption of ASU 2020-06, the previously bifurcated equity component of the 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 Atairos 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- 70 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) capital and the amortization and the related debt discount associated with these costs were recalculated through the transition date. The transaction costs were recorded as a debt discount in the consolidated balance sheets and amortized to interest expense over the remaining term of the Atairos Notes. Together with the cash interest, this resulted in an effective interest rate of 3.76 %. As a result of adopting ASU 2020-06 in the first quarter of 2021, we recorded a $67.0 million net reduction to additional paid-in capital, a $ 19.0 million increase to Convertible senior notes, net and a $ 48.0 million reduction to our opening accumulated deficit as of January 1, 2021. In the fourth quarter of 2021, we recorded an additional $ 2.7 million adjustment to our opening accumulated deficit and additional paid-in capital related to tax impacts of our bond hedges. 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 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 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. Cash, Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. 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. 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, furniture and fixtures and the shorter of the term of the lease or the expected life of the underlying asset for leasehold improvements. 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. 71 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 Prepaid expenses and other current assets and Other 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 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. 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. We classify our debt securities 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 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. 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. 72 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 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 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 recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease, which is the date we have the right to control the asset. 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. 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 as the lease. 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 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. Short term leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed in the period in which they are incurred. We may receive renewal or expansion options, rent holidays, leasehold improvements or other incentives on certain lease agreements. We assess whether it is reasonably certain that we will exercise an option to renew or terminate a lease by considering factors that create an economic incentive or disincentive. 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. 73 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 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. We fully transitioned to a third-party marketplace in North America in 2020 and in International in the fourth quarter of 2021. In a third-party marketplace model, our merchants generally assume inventory and refund risk and for those transactions we record revenue on a net basis within service revenue. 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. 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. 74 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 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. 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. 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 and other costs and, prior to fully impairing our fulfillment center in 2020, 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. 75 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 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. 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. Recently Issued Accounting Standards 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 believe that the adoption of this guidance will not have a material impact 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. 3. COVID-19 PANDEMIC Since March 2020, the COVID-19 pandemic has led to a significant decrease in consumer demand and active customers, a decrease in customer redemptions, and elevated refund levels due to changes in consumer behavior and protective measures taken to control the spread of COVID-19. 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. Recovery from the COVID-19 pandemic has been and could continue to be volatile and prolonged given the unprecedented and continuously evolving nature of the situation and the emergence and spread of new variants. 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 taken to reduce its spread. We will continue to monitor the impact of COVID-19 on our business, particularly in our International segment where restrictions to date have been more prolonged and stricter than in North America. 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 goodwill and long-lived assets for impairment, which resulted in impairments for both. During the third quarter 2021, we determined the prolonged recovery from the pandemic, particularly in our International segment, and the sustained decrease in our stock price required us to evaluate our goodwill and long-lived assets for impairment. We determined there was no impairment for goodwill; however, we recognized impairment for certain right-of-use assets and leasehold improvements related to our restructuring plan due to changes in sublease assumptions. See Note 4, Property, Equipment and Software, Net , Note 5, Goodwill and Other Intangible Assets , 76 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 9, Leases and Note 14, Restructuring and Related Charges 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 14, 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 during the year ended December 31, 2020. See Note 6, Investments, for more information. Future events and changing market conditions due to the impact of COVID-19 may require us to re-evaluate the estimates used in our fair value measurements, which could result in additional impairment of goodwill and long-lived assets in future periods that may have a material effect on our operating results. 77 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes property, equipment and software, net as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Furniture and fixtures and other 5,524 5,681 Leasehold improvements 23,576 24,808 Computer hardware and purchased software 118,659 121,742 Internally-developed software (1) 309,018 264,103 Total property, equipment and software, gross 456,777 416,334 Less: accumulated depreciation and amortization ( 383,196 ) ( 331,050 ) Property, equipment and software, net $ 73,581 $ 85,284 (1) The net carrying amount of internally-developed software was $ 54.7 million and $ 57.9 million as of December 31, 2021 and 2020. We recognized long-lived asset impairments during the third quarter 2021 for certain leasehold improvements under our restructuring plan and the first quarter 2020 for property, equipment and software, net, as described in Note 3, COVID-19 Pandemic . See Note 14, Restructuring and Related Charges , for more information on our restructuring impairments and details in the table below. The asset impairments described above were written down to fair value based on the discounted cash flow method under the income approach that uses 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. The following table summarizes impairment charges for property, equipment and software that are presented within Restructuring and related charges and Long-lived asset impairment on the consolidated statements of operations for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Long-lived asset impairment: North America $ — $ — International — 9,565 Long-lived asset impairment — 9,565 Restructuring and related charges: North America 602 — International 268 5,613 Restructuring and related charges impairment 870 5,613 Total property, equipment and software impairment $ 870 $ 15,178 78 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes impairment for long-lived assets by asset type for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, Long-Lived Asset Category 2021 2020 Property, equipment and software, net Leasehold improvements 870 8,419 Computer hardware — 2,842 Internally-developed software — 2,988 Other Property, equipment and software, net — 929 Total $ 870 $ 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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Service cost of revenue $ 32,354 $ 28,443 $ 28,917 Product cost of revenue 378 9,434 6,466 Selling, general and administrative 31,193 39,915 56,027 Total $ 63,925 $ 77,792 $ 91,410 The above amounts include amortization of internally-developed software of $ 50.5 million, $ 58.8 million and $ 56.6 million, and amortization expense on assets under finance leases of $ 3.6 million, $ 6.7 million and $ 18.9 million, for the years ended December 31, 2021, 2020 and 2019. 79 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes goodwill activity by segment for the years ended December 31, 2021 and 2020 (in thousands): North America International (1) Consolidated 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 Other (2) — 3,776 3,776 Foreign currency translation — ( 2,082 ) ( 2,082 ) Balance as of December 31, 2021 $ 178,685 $ 37,708 $ 216,393 (1) As of December 31, 2021 and 2020, the International reporting unit had a negative carrying value. (2) 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. In order to evaluate goodwill for impairment, we compare the fair values of our two reporting units, North America and International, to their carrying values. In determining the fair values of our reporting units, we use the discounted cash flow method under the income approach and the market multiple valuation approach that use Level 3 inputs. During the third quarter of 2021, we evaluated our goodwill for impairment due to the circumstances described in Note 3, COVID-19 Pandemic . The fair value of the reporting units exceeded the carrying value, therefore we concluded that goodwill was not impaired for either of our reporting units. Additionally, we performed our annual goodwill impairment assessment as of October 1, 2021 and determined no reporting units' carrying values were in excess of their estimated fair values. Therefore, we did no t recognize goodwill impairment for any of our reporting units during the year ended December 31, 2021. During the first quarter 2020, we recognized goodwill impairment, as shown in the table above, due to the circumstances described in Note 3, COVID-19 Pandemic , within our International segment related to our EMEA operations. 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, 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. There was no goodwill impairment for the year ended December 31, 2019. 80 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes intangible assets as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 19,976 12,554 7,422 20,208 9,236 10,972 Trade names 9,604 8,215 1,389 9,651 7,921 1,730 Developed technology 540 540 — 2,121 1,863 258 Patents 12,455 5,712 6,743 10,813 4,697 6,116 Other intangible assets 17,033 8,277 8,756 17,823 6,748 11,075 Total $ 59,608 $ 35,298 $ 24,310 $ 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 from continuing operations related to intangible assets was $ 8.9 million, $ 9.7 million and $ 14.4 million for the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, our estimated future amortization expense related to intangible assets is as follows (in thousands): 2022 $ 8,537 2023 7,366 2024 3,675 2025 2,102 2026 1,218 Thereafter 1,412 Total $ 24,310 81 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. INVESTMENTS The following table summarizes our percentage ownership in our investments for the periods noted below: December 31, 2021 December 31, 2020 Available-for-sale securities 1 % to 19 % 19 % to 25 % Fair value option investments 10 % to 19 % 10 % to 19 % Other equity investments 1 % to 19 % 1 % to 19 % Available-for-Sale Securities In the fourth quarter 2021, one of our available-for-sale security investments completed a merger transaction in which we received equity in the surviving company as merger consideration. We determined that the fair value of the transferred investment was zero. We recorded an impairment of an available-for-sale security of $ 10.0 million for the year ended December 31, 2019 due to declines in the financial performance of the investee. This impairment is classified within Other income (expense), net on the consolidated statements of operations. Our available-for-sale securities had a fair value of $ 0.0 million as of December 31, 2021 and 2020, and no activity was recorded in those years. 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. 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 and an increase in the discount rate applied to those forecasts. The revisions to the financial projections were due to the deterioration in Monster LP's financial condition and continued underperformance compared with prior projections. There was no activity recorded for this investment for the years ended December 31, 2021 and 2020. 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. The revisions to the financial projections 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. There was no activity recorded for this investment for the year ended December 31, 2021. The fair value of both of these investments was $ 0.0 million as of December 31, 2021 and 2020. 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. 82 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes other equity investment activity for the years ended December 31, 2021 and 2020 (in thousands): 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 Upward adjustment for observable price change 89,083 Dispositions ( 410 ) Foreign currency translation ( 6,803 ) Balance as of December 31, 2021 $ 119,541 We hold a 2.4 % non-controlling equity interest in SumUp Holdings S.a.r.l. ("SumUp"), a privately-held mobile payments company. During the third quarter 2021 and fourth quarter 2019, we adjusted the carrying value of our other equity investment in SumUp due to observable price changes in orderly transactions, which resulted in unrealized gains of $ 89.1 million and $ 51.4 million for the years ended December 31, 2021 and December 31, 2019. These unrealized gains are classified within Other income (expense), net on the consolidated statements of operations. During the first quarter 2020, we also sold 50 % of our shares in this investment for total cash consideration of $ 34.0 million, which approximated the cost adjusted for observable price changes as of December 31, 2019. During the third quarter 2021, we also sold 100 % of our shares in one of our other equity investments for total cash consideration of $ 2.6 million and recognized a gain of $ 2.2 million. In the second quarter 2021, we divested our shares in one of our other equity investments and recognized a gain and total cash consideration of $ 4.2 million. The gains on our investments have been presented in Other income (expense), net in the consolidated statements of operations for the year ended December 31, 2021. During the first quarter 2020, we recorded a $ 6.7 million impairment to one of our other equity method investments 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. 7. SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes other income (expense), net for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Interest income $ 5,116 $ 6,351 $ 7,744 Interest expense ( 17,206 ) ( 33,192 ) ( 23,593 ) Changes in fair value of investments 95,623 ( 8,089 ) ( 31,061 ) Loss on extinguishment of debt ( 5,090 ) — — Foreign currency gains (losses), net and other (1) 14,237 17,962 ( 6,419 ) Other income (expense), net $ 92,680 $ ( 16,968 ) $ ( 53,329 ) (1) Includes a $ 32.3 million cumulative foreign currency translation adjustment gain that was reclassified into earnings during the first quarter of 2021 as a result of the substantial liquidation of our subsidiary in Japan as part of our restructuring actions. See Note 14, Restructuring and Related Charges , for additional information. 83 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes prepaid expenses and other current assets as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Prepaid expenses $ 28,550 $ 18,038 Income taxes receivable 7,711 5,437 Deferred cloud implementation cost 6,476 4,942 Other 9,833 12,024 Total prepaid expenses and other current assets $ 52,570 $ 40,441 The following table summarizes other non-current assets as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Debt issue costs, net 660 1,852 Deferred contract acquisition costs 7,080 5,315 Deferred cloud implementation costs (1) 11,986 10,402 Other 5,376 5,165 Total other non-current assets $ 25,102 $ 22,734 (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. The following table summarizes accrued merchant and supplier payables as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Accrued merchant payables $ 258,101 $ 303,260 Accrued supplier payables (1) 11,408 107,703 Total accrued merchant and supplier payables $ 269,509 $ 410,963 (1) Amounts include payables to suppliers of inventories and providers of shipping and fulfillment services. 84 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes accrued expenses and other current liabilities as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Refund reserve (1) $ 19,601 $ 33,173 Compensation and benefits 30,367 54,958 Accrued marketing 37,900 15,299 Restructuring-related liabilities 11,349 13,746 Customer credits 56,558 61,006 Income taxes payable 601 7,862 Deferred revenue 3,523 11,223 Operating and finance lease obligations 32,663 37,755 Deferred cloud computing contract incentive 3,000 3,000 Other (2) 43,751 56,977 Total accrued expenses and other current liabilities $ 239,313 $ 294,999 (1) In 2020, we experienced increased refund levels due to the impacts of COVID-19 which impacted our refund reserve estimate. (2) Includes $ 2.7 million as of December 31, 2021 and $ 2.9 million as of December 31, 2020 in certain payroll taxes under the Coronavirus Aid, Relief and Economic Security ("CARES") Act. The 2020 balance was paid in the fourth quarter 2021. The 2021 balance is due by December 31, 2022. The following table summarizes other non-current liabilities as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Contingent income tax liabilities $ 24,213 $ 25,593 Deferred income taxes 2,802 3,170 Deferred cloud computing contract incentive 1,250 4,250 Other (1) 6,183 11,415 Total other non-current liabilities $ 34,448 $ 44,428 (1) Includes $ 2.9 million as of December 31, 2020 in certain payroll taxes under the Coronavirus Aid, Relief and Economic Security ("CARES") Act. The 2020 balance is due December 31, 2022. 8. 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 income (loss) per share for convertible instruments and contracts in an entity’s own equity. Beginning January 1, 2021, our 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 changed 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. In May 2021, we repurchased the Atairos Notes for an 85 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) aggregate purchase price equal to $ 255.0 million, consisting of the $ 250.0 million outstanding principal amount, $ 1.0 million of accrued interest through the repurchase date and a $ 4.0 million prepayment penalty. In the second quarter 2021, we recognized a $ 5.1 million loss on the early extinguishment of the Atairos Notes, which is presented in Other income (expense), net on the consolidated statements of operations. 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 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 transactions 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 consolidated balance sheets. The debt discount was amortized to interest expense over the terms of the Atairos Notes. Together with 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-classifed instrument. The carrying value of the Atairos Notes at the 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. This resulted in an effective interest rate of 3.76 %. The carrying amount of the Atairos Notes consisted of the following as of December 31, 2020 (in thousands): December 31, 2020 Liability component: Principal amount $ 250,000 Less: debt discount - transaction costs ( 1,459 ) Less: debt discount - equity ( 19,051 ) Net carrying amount of liability component $ 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 terms of the Atairos Notes and our cost of debt. The estimated fair value of the Atairos Notes as of December 31, 2020 was $ 263.3 million, and was determined using a lattice model. During the years ended December 31, 2021, 2020 and 2019, we recognized interest costs on the Atairos Notes as follows (in thousands): Year Ended December 31, 2021 2020 2019 Contractual interest ( 3.25 % of the principal amount per annum) $ 3,024 $ 8,128 $ 8,128 Amortization of debt discount 451 14,621 13,200 Total $ 3,475 $ 22,749 $ 21,328 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 were intended to reduce the potential economic dilution upon conversion of the Atairos Notes. We also sold warrants for total cash proceeds of $ 35.5 million to certain bank counterparties. 86 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. The convertible note hedges and warrants were not remeasured as long as they continue to meet the condition for equity classification. The amounts paid for the convertible note hedges were tax deductible over the term of the Atairos Notes, while the proceeds received from the warrants were not taxable. Under the if-converted method, the shares of common stock underlying the conversion option in the Atairos Notes are included in the diluted income (loss) 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 offset any actual dilution from the conversion of the Atairos Notes and increased the overall conversion price from $ 108.00 to $ 170.00 per share. In connection with the repurchase of the Atairos Notes, we entered into agreements (collectively "the Unwind Agreements") with each of the bank counterparties in May 2021 to unwind the convertible note hedges and warrants. Pursuant to the terms of the Unwind Agreements, we received cash proceeds of $ 2.3 million for the settlement of the convertible note hedges and paid cash consideration of $ 1.3 million for the settlement of the warrants. 1.125 % Convertible Senior Notes due 2026 In March and April 2021, we issued $ 230.0 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 $ 222.1 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, which began on September 15, 2021. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. We used $ 27.4 million of the net proceeds from the offering to pay the cost of certain related capped call transactions and used the remaining net proceeds, together with cash on hand, to 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 (the "Indenture"), 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 $ 23.16 as of December 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. 87 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 $ 7.8 million from the principal amount. Those transaction costs were recorded as a debt discount in the consolidated balance sheets and are amortized to interest expense. Together with the cash interest, this results in an effective interest rate of 1.83 % over the term of the 2026 Notes. We have presented the 2026 Notes in non-current liabilities in the accompanying consolidated balance sheets. The carrying amount of the 2026 Notes consisted of the following as of December 31, 2021 (in thousands): December 31, 2021 Principal amount $ 230,000 Less: debt discount ( 6,597 ) Net carrying amount of liability $ 223,403 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 December 31, 2021 was $ 183.3 million and was determined using a lattice model. During the years ended December 31, 2021, we recognized interest costs on the 2026 Notes as follows (in thousands): Year Ended December 31, 2021 Contractual interest $ 2,001 Amortization of debt discount 1,150 Total $ 3,151 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, net of tax, in Additional paid-in-capital in the 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 income (loss) per share denominator and the interest expense and amortization of the debt discount on the 2026 Notes, net of tax, are 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. 88 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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," together with the First Amendment, the "Amendments") to extend the suspension period provided by the First Amendment through the fourth quarter 2021 (unless terminated by us prior to then) (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. We collectively refer to the revolving credit agreement as amended by the Amendments as the "Amended Credit Agreement"). We voluntarily elected to early terminate the Suspension Period as of the third quarter of 2021. 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 consolidated balance sheets as of December 31, 2021 and are amortized to interest expense over the term of the respective agreement. Pursuant to the Amendments, during the Suspension Period, we were exempt from certain covenant restrictions, namely the requirements to maintain a maximum funded indebtedness to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") ratio and a minimum liquidity balance (including any undrawn amounts under the credit facility) of at least 70.0 % of our accrued merchant and supplier payables balance (which covenant applies again beginning in the third quarter 2021 following our voluntary early termination on the Suspension Period). Additionally, the Amendments provide that, during the Suspension Period, we were 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 100.0 % of our accrued merchant and supplier payables balance for such month plus $ 50.0 million. The Second Amendment also permanently removes requirements that we maintain (i) a maximum senior secured indebtedness to EBITDA ratio and (ii) unrestricted cash of not less than $ 250.0 million. Finally, the Second Amendment changes the requirement to maintain a minimum fixed charge coverage ratio to a requirement to maintain a minimum interest coverage ratio. Following our voluntary early termination of the Suspension Period, we are subject to the ordinary course covenants under the Amended Credit Agreement beginning in the third quarter 2021. 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 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. As of December 31, 2021, we were in compliance with the applicable covenants under our Amended Credit Agreement. 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 (i.e., through the third quarter 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 0.40 % 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 includes a replacement mechanism for the discontinuation of the adjusted LIBO rate. In addition, the Amended Credit Agreement 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. 89 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 $ 25.8 million of letters of credit outstanding as of December 31, 2021, and $ 200.0 million of outstanding borrowings and $ 20.6 million of letters of credit outstanding as of December 31, 2020 under the Amended Credit Agreement. 9. LEASES Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2022 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 property and equipment, primarily computer hardware, all of which expire in 2022. We lease our headquarters located in Chicago, Illinois ("600 West Chicago") through January 31, 2026. We sublease a portion of that space 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. We have also subleased other office facilities under operating lease agreements with expirations between 2023 and 2026 that are not significant. The following summarizes right-of-use assets as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Right-of-use assets - operating leases $ 91,934 $ 107,509 Right-of-use assets - finance leases (1) 3,299 21,523 Total right-of-use assets, gross 95,233 129,032 Less: accumulated depreciation and amortization ( 46,041 ) ( 44,590 ) Right-of-use assets, net $ 49,192 $ 84,442 (1) Right-of-use assets for finance leases are included in Property, equipment and software, net on the consolidated balance sheet. Due to actions taken under our restructuring plan, we recognized impairment of $ 6.8 million and $ 16.0 million related to related to right-of-use assets - operating leases for the years ended December 31, 2021 and 2020, which are presented in Restructuring and related charges on the consolidated statement of operations. See Note 3, COVID-19 Pandemic and Note 14, Restructuring and Related Charges for more information. Due to the circumstances described in Note 3, COVID-19 Pandemic , we recognized long-lived asset impairments related to right-of-use assets - operating leases of $ 10.5 million and right-of-use assets - finance leases of $ 1.3 million within our International segment related to our EMEA operations for the year ended December 31, 2020, which are presented in Long-lived asset impairments on the consolidated statements of operations. 90 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes our lease costs and sublease income for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Financing lease cost: Amortization of right-of-use assets $ 3,621 $ 6,737 $ 18,922 Interest on lease liabilities 120 522 1,021 Total finance lease cost 3,741 7,259 19,943 Operating lease cost (1) 25,346 30,870 34,397 Variable lease cost (2) 6,378 8,143 8,551 Short-term lease cost 83 313 365 Sublease income, gross (3) ( 4,650 ) ( 4,693 ) ( 5,045 ) Total lease cost $ 30,898 $ 41,892 $ 58,211 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the consolidated statements of operations totaled $ 17.6 million and $ 7.8 million for the year ended December 31, 2021 and $ 23.1 million and $ 7.8 million for the year ended December 31, 2020. (2) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the consolidated statements of operations totaled $ 4.7 million and $ 1.7 million for the year ended December 31, 2021 and $ 7.0 million and $ 1.1 million for the year ended December 31, 2020. (3) Sublease income, gross presented as Selling, general and administrative and Restructuring and related charges in the consolidated statements of operations totaled $ 0.0 million and $ 4.6 million for the year ended December 31, 2021 and $ 1.2 million and $ 3.5 million for the year ended December 31, 2020. As of December 31, 2021, 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 2022 612 35,845 2023 — 26,737 2024 — 19,153 2025 — 16,078 2026 — 1,605 Thereafter — 82 Total minimum lease payments 612 99,500 Less: Amount representing interest ( 12 ) ( 8,690 ) Present value of net minimum lease payments 600 90,810 Less: Current portion of lease obligations ( 600 ) ( 32,063 ) Total long-term lease obligations $ — $ 58,747 As of December 31, 2021, we do not have any material non-cancelable operating lease commitments that have not yet commenced. As of December 31, 2021, 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 3 years Weighted-average discount rate 4.9 % 5.4 % 91 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 2021, the future amounts due under subleases for each of the next five years and thereafter are as follows (in thousands): Subleases 2022 5,103 2023 4,385 2024 2,333 2025 2,362 2026 197 Thereafter — Total future sublease income $ 14,380 10. 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, 2021, future payments under these contractual obligations were as follows (in thousands): 2022 $ 36,274 2023 36,512 2024 16,221 2025 18,000 2026 — Thereafter — Total purchase obligations $ 107,007 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 ("Securities Lawsuit"). 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. Plaintiff seeks unspecified compensatory damages and attorneys' fees. Discovery has now commenced in this matter. We intend to continue to vigorously defend the case, which we believe to be without merit. In addition, three shareholders have filed separate shareholder derivative lawsuits in relation to the same events that are the subject of the securities litigation described above (collectively, the “Derivative Lawsuits”). First, on September 9, 2021, a shareholder named Jonathan Frankel filed a federal derivative lawsuit in the United States District Court for District of Delaware. Second, on January 19, 2022, a shareholder named Alyssa Estreen filed a derivative lawsuit in the Court of Chancery in the State of Delaware. Finally, on January 24, 2022, a shareholder named Saman Khoury filed a derivative lawsuit, also in the Court of Chancery in the State of Delaware. All three lawsuits name Groupon and certain of the Company's former and current officers and directors. The allegations in all three Derivative Lawsuits relate to the same time period and events that are the subject of the Securities Lawsuit and allege that the Company and its shareholders have sustained damages as a result of the conduct of certain current and former officers and directors. The Plaintiffs in each of these Derivatives Lawsuits seek unspecified damages they allege were sustained by the Company, injunctive and equitable relief and attorneys' fees. 92 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Indemnifications 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. 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, 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 December 31, 2021 is approximately $ 11.7 million. 93 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the years ended December 31, 2021, 2020 and 2019, we recognized $ 0.0 million , $ 0.4 million and $ 2.6 million in income (loss) from discontinued operations, net of tax primarily for gains related to the expiration of certain contingent liabilities under indemnification agreements. 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. 11. 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"). 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, 2021 and 2020, there were no shares of preferred stock outstanding. Common Stock Pursuant to our restated certificate of incorporation, as of December 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 year ended December 31, 2021, we did no t repurchase any shares under the program. As of December 31, 2021, $ 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, 94 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) limitations under the Amended Credit Agreement, share price, available cash and other factors, and the share repurchase program may be terminated at any time. 12. 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 (the "2010 Plan"), as amended in April 2011, 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, 2021, 2,055,180 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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 585 $ 662 $ 1,482 Marketing 748 1,522 5,809 Selling, general and administrative 31,836 36,826 74,324 Restructuring and related charges — 1,735 — Total stock-based compensation expense $ 33,169 $ 40,745 $ 81,615 We capitalized $ 3.7 million, $ 4.5 million and $ 7.1 million of stock-based compensation for the years ended December 31, 2021, 2020 and 2019, 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, 2021, 2020 and 2019, 49,399 , 69,371 and 74,300 shares of common stock were issued under the ESPP. 95 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, 2021: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2020 1,853,007 $ 31.91 Granted 2,150,963 31.48 Vested ( 1,229,689 ) 30.26 Forfeited ( 569,046 ) 36.69 Unvested at December 31, 2021 2,205,235 $ 31.06 The weighted-average grant date fair value of restricted stock units granted in 2020 and 2019 was $ 24.92 and $ 68.80 . The fair value of restricted stock units that vested during each of the three years ended December 31, 2021, 2020 and 2019 was $ 48.8 million, $ 19.2 million and $ 43.8 million. As of December 31, 2021, $ 49.9 million of unrecognized compensation costs related to unvested employee restricted stock units are expected to be recognized over a remaining weighted-average period of 1.11 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. 96 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The table below summarizes Performance Share Unit activity under the Plans for the year ended December 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 ( 90,006 ) 26.46 — — Forfeited ( 38,669 ) 23.24 — — Unvested at December 31, 2021 37,763 $ 28.39 57,668 $ — Maximum shares issuable upon vesting at December 31, 2021 37,763 57,668 (1) Performance Share Units granted during the year ended December 31, 2021 relate to the issuance of incremental shares upon the Compensation Committee's certification of the achievement of the 2020 performance metrics. As of December 31, 2021, $ 0.1 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 0.99 years. We have recognized all compensation costs related to our unvested Market-Based Performance Share Units. Defined Contribution Plans We have a 401(k) defined contribution retirement savings plan covering substantially all domestic employees. Each participant may elect to defer a portion of his or her compensation subject to certain limitations. We contribute up to 50 % of the first 6 % of eligible compensation contributed to the plan, subject to a 3 year graded vesting schedule. We also have several foreign defined contribution plans, which require us to contribute a percentage of participating employee's salary according to local regulations. During the years ended December 31, 2021, 2020 and 2019, our contributions for all plans were $ 6.7 million, $ 6.6 million and $ 9.4 million. 13. REVENUE RECOGNITION See Note 19, Segment Information , for revenue summarized by reportable segment and category. Contract Balances Our deferred revenue relates to product sales and gift card revenue. Revenue for product sales is recognized as the products are delivered to customers, generally within two weeks following the balance sheet date, while revenue for gift cards is recognized upon customer redemption. Our deferred revenue was $ 3.5 million as of December 31, 2021. As of December 31, 2020 and 2019, our deferred revenue was $ 11.2 million and $ 18.0 million, all of which was recognized during the years ended December 31, 2021 and 2020, respectively. 97 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Customer Credits The following table summarizes the activity in the liability for customer credits for the years ended December 31, 2021 and 2020 (in thousands): Customer Credits Balance as of December 31, 2019 $ 13,764 Credits issued 213,826 Credits redeemed (1) ( 147,096 ) Breakage revenue recognized (2) ( 21,364 ) Foreign currency translation 1,876 Balance as of December 31, 2020 $ 61,006 Credits issued 217,407 Credits redeemed (1) ( 178,720 ) Breakage revenue recognized (2) ( 41,800 ) Foreign currency translation ( 1,335 ) Balance as of December 31, 2021 $ 56,558 (1) 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. (2) The increase in our breakage revenue recognized is largely due to a change in estimate due to lower customer usage patterns since the onset of COVID-19. Cost of Obtaining Contracts Deferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the consolidated balance sheets. As of December 31, 2021 and 2020, deferred contract acquisition costs were $ 8.0 million and $ 6.3 million. The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, we amortized $ 10.5 million, $ 15.3 million and $ 20.4 million of deferred contract acquisition costs and did not recognize any impairment losses in relation to the deferred costs. 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, 2021 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2019 $ 3,693 Change in provision 9,631 Write-offs ( 3,315 ) Foreign currency translation ( 253 ) Balance as of December 31, 2020 $ 9,756 Change in provision ( 28 ) Write-offs ( 1,875 ) Foreign currency translation 121 Balance as of December 31, 2021 $ 7,974 98 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Variable Consideration for Unredeemed Vouchers During the year ended December 31, 2021, we recognized $ 31.4 million of variable consideration from unredeemed vouchers that were sold in a prior year. We have observed redemption rates lower than our historical estimates for vouchers sold at the onset of the COVID-19 pandemic, the substantial majority of which reached expiration during the year ended December 31, 2021. Although redemption rates for vouchers sold in more recent periods have improved, the impact of COVID-19 on redemption behavior in future periods is still uncertain. When actual redemptions differ from our estimates, the effects could be material to the consolidated financial statements. 14. RESTRUCTURING AND RELATED CHARGES 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. We have incurred total pretax charges of $ 106.7 million since the inception of the restructuring plan. Our actions under the plan are substantially complete and we expect any future charges or credits will be from changes in estimates. Our restructuring plan included workforce reductions of approximately 1,600 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 New Zealand and Japan. In the first quarter 2021, we substantially liquidated our subsidiary in Japan and reclassified $ 32.3 million of cumulative foreign currency translation gains into earnings, which is presented in Other income (expense), net on the consolidated statements of operations for the year ended December 31, 2021. Costs incurred related to the restructuring plan are classified as Restructuring and related charges on the consolidated statements of operations. The following tables summarize costs incurred by segment related to the restructuring plan for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 458 $ 1,696 $ 602 $ 7,278 $ 10,034 International 28,345 681 268 2,567 31,861 Consolidated $ 28,803 $ 2,377 $ 870 $ 9,845 $ 41,895 Year Ended December 31, 2020 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs Property, Equipment and Software Impairments Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) 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 As a part of our restructuring plan, we terminated or modified several of our leases. In other cases we vacated our leased facilities, and some of those facilities are being actively marketed for sublease or we are in negotiations with the landlord to potentially terminate or modify those leases. For the year ended December 31, 2021, we recognized $ 5.5 million and $ 2.2 million of long-lived asset impairment in our North America and International segments due to actions taken under our restructuring plan. For the year ended December 31, 2020, we recognized $ 18.1 million and $ 3.5 million of long-lived asset impairment in our North America and International segments due to actions taken under our restructuring plan. See Note 3, COVID-19 Pandemic, Note 4, Property, Equipment and Software, Net and Note 9, Leases for additional information. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, 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. 99 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes restructuring liability activity for the years ended December 31, 2021 and 2020 (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 28,803 2,376 31,179 Cash payments ( 30,100 ) ( 2,897 ) ( 32,997 ) Foreign currency translation ( 962 ) ( 2 ) ( 964 ) Balance as of December 31, 2021 (3) $ 11,038 $ 311 $ 11,349 (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. (3) Includes employee severance and benefit costs related to the termination of employees. Substantially all of the remaining cash payments for those costs are expected to be disbursed through 2022. 15. INCOME TAXES The components of pretax income (loss) from continuing operations for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 60,875 $ ( 55,699 ) $ 6,758 International 27,150 ( 238,367 ) ( 20,289 ) Income (loss) before provision (benefit) for income taxes $ 88,025 $ ( 294,066 ) $ ( 13,531 ) The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2021, 2020 and 2019 consisted of the following components (in thousands): Year Ended December 31, 2021 2020 2019 Current taxes: U.S. federal $ 2,354 $ ( 180 ) $ ( 5,901 ) State 1,629 1,719 929 International ( 2,321 ) ( 1,942 ) 7,218 Total current taxes 1,662 ( 403 ) 2,246 Deferred taxes: U.S. federal ( 15,254 ) 32 32 State ( 16,864 ) 114 ( 9 ) International ( 1,867 ) ( 7,247 ) ( 1,508 ) Total deferred taxes ( 33,985 ) ( 7,101 ) ( 1,485 ) Provision (benefit) for income taxes $ ( 32,323 ) $ ( 7,504 ) $ 761 All of the provision (benefit) for income taxes of $( 32.3 ) million, $( 7.5 ) million and $ 0.8 million for the years ended December 31, 2021, 2020 and 2019 was related to continuing operations. 100 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, 2021, 2020 and 2019 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 U.S. federal income tax provision (benefit) at statutory rate $ 18,485 $ ( 61,805 ) $ ( 2,842 ) Foreign income and losses taxed at different rates (1) 5,000 8,608 5,529 State income taxes, net of federal benefits, and state tax credits 4,897 6,487 5,297 Change in valuation allowances ( 50,695 ) ( 4,474 ) ( 10,074 ) Effect of income tax rate changes on deferred items 815 618 ( 3,443 ) Adjustments related to uncertain tax positions 2,588 ( 15,518 ) ( 12,418 ) Non-deductible stock-based compensation expense 2,727 3,803 6,355 Tax (windfalls)/shortfalls on stock-based compensation awards ( 1,762 ) 3,876 2,042 Federal research and development credits, net of adjustments ( 396 ) 6,043 3,447 Forgiveness of intercompany liabilities ( 62 ) ( 2,863 ) 67 Net operating loss expiration — 19,962 12,537 Goodwill impairment — 23,202 — Observable price change on an other equity investment ( 17,955 ) — ( 8,644 ) Non-deductible or non-taxable items 4,035 4,557 2,908 Provision (benefit) for income taxes $ ( 32,323 ) $ ( 7,504 ) $ 761 (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2021. This resulted in an adverse impact to the provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2021, 2020 and 2019 prior to the impact of valuation allowances, due to the net pretax losses from continuing operations in certain foreign jurisdictions with lower tax rates. 101 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The deferred income tax assets and liabilities consisted of the following components as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Deferred tax assets: Accrued expenses and other liabilities $ 45,532 $ 54,699 Operating lease obligation 10,890 16,279 Stock-based compensation 4,014 5,129 Net operating loss and tax credit carryforwards 140,787 142,835 Intangible assets, net 20,357 22,974 Investments 20,581 24,885 Convertible senior notes 5,929 — Unrealized foreign currency exchange losses 1,078 1,244 Other 244 985 Total deferred tax assets 249,412 269,030 Less: Valuation allowances ( 145,105 ) ( 212,143 ) Deferred tax assets, net of valuation allowance 104,307 56,887 Deferred tax liabilities: Prepaid expenses and other assets ( 14,605 ) ( 12,288 ) Property, equipment and software, net ( 9,511 ) ( 8,211 ) Right-of-use asset ( 7,293 ) ( 11,433 ) Convertible senior notes — ( 1,163 ) Deferred revenue ( 12,755 ) ( 15,369 ) Total deferred tax liabilities ( 44,164 ) ( 48,464 ) Net deferred tax asset (liability) $ 60,143 $ 8,423 We recognize deferred tax assets to the extent that they will be realizable through future reversals of existing taxable temporary differences, through taxable income in carryback years for the applicable jurisdictions or based on projections of future income for those jurisdictions that have achieved sustained profitability. In evaluating the need for a valuation allowance, management considers both positive and negative evidence that could affect its view of the future realization of deferred tax assets and places greater weight on recent and objectively verifiable current information. As of December 31, 2021, we have demonstrated sustained profitability and are forecasting pre-tax earnings in the U.S., which have been considered to be sources of positive evidence. In analyzing all available evidence, management determined there is sufficient positive evidence outweighing negative evidence to conclude that it is more likely than not that a portion of the U.S. deferred tax assets is realizable. As a result, we released $ 57.7 million of the valuation allowance against our federal and state deferred tax assets, resulting in a $ 50.3 million reduction to expense, and a $ 7.4 million adjustment to equity. We continue to maintain a valuation allowance in the U.S. against capital losses, deferred tax assets that will convert into capital losses upon reversal, and state credits that we are not expecting to be able to realize, and substantially all of our foreign deferred tax assets. We had $ 22.0 million of federal net operating loss carryforwards as of December 31, 2021 which will begin expiring in 2027. We had $ 61.7 million of state net operating loss carryforwards as of December 31, 2021, which will begin expiring in 2023. As of December 31, 2021, we had $ 489.8 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. 102 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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Beginning Balance $ 48,960 $ 64,361 $ 87,637 Increases related to prior year tax positions 5,105 8,389 3,754 Decreases related to prior year tax positions ( 3,138 ) ( 22,541 ) ( 28,767 ) Increases related to current year tax positions 1,887 1,994 6,086 Decreases based on settlements with taxing authorities — — — Decreases due to lapse of statute limitations ( 2,530 ) ( 5,640 ) ( 3,875 ) Foreign currency translation ( 782 ) 2,397 ( 474 ) Ending Balance $ 49,502 $ 48,960 $ 64,361 The total amount of unrecognized tax benefits as of December 31, 2021, 2020 and 2019 that, if recognized, would affect the effective tax rate are $ 18.7 million, $ 19.9 million and $ 25.1 million. We recognized $ 1.0 million, $ 1.0 million and $ 1.4 million of interest and penalties within Provision (benefit) for income taxes on our consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019. Total accrued interest and penalties as of December 31, 2021 and 2020 were $ 5.6 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 $ 3.2 million, $ 8.9 million and $ 12.3 million for the years ended December 31, 2021, 2020 and 2019, 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 $ 118.5 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 $ 26.2 million in unrecognized tax benefits may occur within the 12 months following December 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 December 31, 2021 and 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 . 16. 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. 103 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 17. 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 have fair value option investments and available-for-sale securities that we measure using the income approach. We measure the fair value of those available-for-sale securities using the discounted cash flow method. 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 first quarter 2021, we settled a contingent consideration arrangement to the former owners of a business previously acquired in 2018. We use the income approach to value contingent consideration obligations based on future financial performance. We have previously 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. 104 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Assets Fair value option investments: Beginning balance $ — $ 1,405 $ 73,902 Total gains (losses) included in earnings — ( 1,405 ) ( 72,497 ) Ending balance $ — $ — $ 1,405 Unrealized (losses) gains still held (1) $ — $ ( 1,405 ) $ ( 72,497 ) Preferred shares: Beginning balance $ — $ — $ 10,340 Total gains (losses) included in other comprehensive income (loss) — — ( 379 ) Impairments included in earnings — — ( 9,961 ) Ending balance $ — $ — $ — Unrealized gains (losses) still held (1) $ — $ — $ ( 10,340 ) Liabilities Contingent consideration: Beginning balance $ 326 $ 1,298 $ 1,529 Settlements of contingent consideration liabilities ( 393 ) ( 908 ) ( 312 ) Foreign currency translation and total losses (gains) included in earnings 67 ( 64 ) 81 Ending balance $ — $ 326 $ 1,298 Unrealized losses (gains) still held (1) $ — $ 6 $ 39 (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. During the year ended December 31, 2021, we adjusted the carrying value of an other equity investment, which resulted in an unrealized gain of $ 89.1 million, and sold shares in two other equity investments for a gain of $ 6.4 million. For the year ended December 31, 2020, we recognized a $ 6.7 million impairment related to an other equity method investment. For the year ended December 31, 2019, we adjusted the carrying value of an other equity investment, which resulted in an unrealized gain of $ 51.4 million. See Note 6, Investments , for additional information. We recognized $ 7.7 million in non-cash impairment charges related to right-of-use assets - operating leases and leasehold improvements during the year ended December 31, 2021, which is included in Restructuring and related charges on our consolidated statements of operations. We recognized $ 109.5 million in non-cash impairment charges related to goodwill and $ 44.0 million in non-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 4, Property, Equipment and Software, Net, Note 5, Goodwill and Other Intangible Assets, Note 9, Leases and Note 14, Restructuring and Related Charges , for additional information. We classified the fair value of the Atairos Notes and 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 respective note and our cost of debt. The estimated fair value of the 2026 Notes, that were issued in March and April 2021, was $ 183.3 million as of December 31, 2021 and the Atairos Notes, that were repurchased in May 2021, was $ 263.3 million as of December 31, 2020, both of which were determined using a lattice model. See Note 8, Financing Arrangements, for additional information. 105 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 December 31, 2021 and 2020 due to their short-term nature. 18. 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, ESPP shares, warrants, convertible senior notes and capped call transactions. 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. 106 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, 2021, 2020 and 2019 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2021 2020 2019 Basic and diluted net income (loss) per share: Numerator Income (loss) - continuing operations $ 120,348 $ ( 286,562 ) $ ( 14,292 ) Less: Net income (loss) attributable to noncontrolling interests 1,680 1,751 10,682 Basic net income (loss) attributable to common stockholders - continuing operations 118,668 ( 288,313 ) ( 24,974 ) Net income (loss) attributable to common stockholders - discontinued operations — 382 2,597 Basic net income (loss) attributable to common stockholders $ 118,668 $ ( 287,931 ) $ ( 22,377 ) Diluted net income (loss) attributable to common stockholders - continuing operations 118,668 ( 288,313 ) ( 24,974 ) Net Income (loss) attributable to common stockholders - discontinued operations — 382 2,597 Diluted net income (loss) attributable to common stockholders 118,668 ( 287,931 ) ( 22,377 ) Plus: Interest expense from assumed conversion of convertible senior notes 4,643 — — Net income (loss) attributable to common stockholders plus assumed conversions $ 123,311 $ ( 287,931 ) $ ( 22,377 ) Denominator Shares used in computation of basic net income (loss) per share 29,365,880 28,604,115 28,370,417 Weighted-average effect of diluted securities: Restricted stock units 624,794 — — Performance share units and other stock-based compensation awards 89,065 — — Convertible senior notes due 2022 858,517 — — Convertible senior notes due 2026 2,575,184 — — Shares used in computation of diluted net income (loss) per share 33,513,440 28,604,115 28,370,417 Basic net income (loss) per share: Continuing operations $ 4.04 $ ( 10.08 ) $ ( 0.88 ) Discontinued operations — 0.01 0.09 Basic net income (loss) per share $ 4.04 $ ( 10.07 ) $ ( 0.79 ) Diluted net income (loss) per share: Continuing operations $ 3.68 $ ( 10.08 ) $ ( 0.88 ) Discontinued operations — 0.01 0.09 Diluted net income (loss) per share $ 3.68 $ ( 10.07 ) $ ( 0.79 ) 107 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, 2021 2020 2019 Restricted stock units 500,763 1,887,322 1,652,002 Performance share units and other stock-based compensation awards — 199,629 125,562 Convertible senior notes due 2022 (1) — 2,314,815 2,314,815 Warrants 877,595 2,314,815 2,314,815 Capped call transactions 2,575,184 — — Total 3,953,542 6,716,581 6,407,194 (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 is adjusted for interest expense, net of tax, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 8, Financing Arrangements , for additional information. We had outstanding Market-based Performance Share Units as of December 31, 2021 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 net income (loss) 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, 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. 19. 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. 108 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes revenue by reportable segment and category for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America Service revenue: Local $ 530,468 $ 432,183 $ 721,038 Goods 51,568 35,276 16,236 Travel 24,393 17,686 57,939 Total service revenue 606,429 485,145 795,213 Product revenue - Goods 626 333,479 563,694 Total North America revenue (1) $ 607,055 $ 818,624 $ 1,358,907 International Service revenue: Local $ 155,866 $ 138,274 $ 287,611 Goods 19,477 11,757 9,441 Travel 13,023 8,477 34,092 Total service revenue 188,366 158,508 331,144 Product revenue - Goods 171,687 439,736 528,864 Total International revenue (1) $ 360,053 $ 598,244 $ 860,008 (1) North America includes revenue from the United States of $ 597.6 million, $ 808.3 million and $ 1,333.9 million for the years ended December 31, 2021, 2020 and 2019. International includes revenue from the United Kingdom of $ 120.8 million, $ 216.3 million and $ 314.3 million for the years ended December 31, 2021, 2020 and 2019. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2021, 2020 and 2019. Revenue is attributed to individual countries based on the location of the customer. The following table summarizes cost of revenue by reportable segment and category for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America Service cost of revenue: Local $ 58,192 $ 53,143 $ 77,539 Goods 7,790 6,424 3,071 Travel 4,952 4,779 12,200 Total service cost of revenue 70,934 64,346 92,810 Product cost of revenue - Goods 458 278,647 458,352 Total North America cost of revenue $ 71,392 $ 342,993 $ 551,162 International Service cost of revenue: Local $ 8,962 $ 12,362 $ 17,945 Goods 986 1,261 932 Travel 1,138 1,327 2,775 Total service cost of revenue 11,086 14,950 21,652 Product cost of revenue - Goods 147,514 381,631 459,972 Total International cost of revenue $ 158,600 $ 396,581 $ 481,624 109 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes contribution profit by reportable segment for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America Revenue $ 607,055 $ 818,624 $ 1,358,907 Cost of revenue 71,392 342,993 551,162 Marketing 138,025 96,039 214,069 Contribution profit 397,638 379,592 593,676 International Revenue 360,053 598,244 860,008 Cost of revenue 158,600 396,581 481,624 Marketing 50,755 58,495 125,286 Contribution profit 150,698 143,168 253,098 Consolidated Revenue 967,108 1,416,868 2,218,915 Cost of revenue 229,992 739,574 1,032,786 Marketing 188,780 154,534 339,355 Contribution profit 548,336 522,760 846,774 Selling, general and administrative 511,096 603,185 806,945 Goodwill impairment — 109,486 — Long-lived asset impairment — 22,351 — Restructuring and related charges 41,895 64,836 31 Income (loss) from operations $ ( 4,655 ) $ ( 277,098 ) $ 39,798 The following table summarizes total assets by reportable segment as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Total assets: North America (1) $ 964,523 $ 971,110 International (1) 193,358 440,397 Consolidated total assets $ 1,157,881 $ 1,411,507 (1) North America contains assets from the United States of $ 951.8 million and $ 948.1 million as of December 31, 2021 and 2020. International contains assets from the United Kingdom of $ 126.0 million as of December 31, 2021 and 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 December 31, 2021 and 2020. 110 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 North America (1) $ 10,836 $ 19,427 International (1) 7,973 7,802 Consolidated total $ 18,809 $ 27,229 (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 where tangible property and equipment, net is material as of December 31, 2021 and 2020. The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America $ 63,725 $ 78,805 $ 89,083 International 9,094 8,717 16,682 Consolidated total $ 72,819 $ 87,522 $ 105,765 The following table summarizes expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America $ 1,777 $ 2,000 $ 6,791 International 4,562 2,707 6,103 Consolidated total $ 6,339 $ 4,707 $ 12,894 111 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.