Groupon, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents Groupon, Inc. Consolidated Financial Statements As of December 31, 2022 and 2021 and for the Years Ended December 31, 2022, 2021 and 2020 Page Report of Independent Registered Public Accounting Firm 62 Consolidated Balance Sheets 66 Consolidated Statements of Operations 67 Consolidated Statements of Comprehensive Income (Loss) 68 Consolidated Statements of Stockholders' Equity 69 Consolidated Statements of Cash Flows 70 Notes to Consolidated Financial Statements 72 61 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, 2022 and 2021, 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, 2022, 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, 2022, and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 March 16, 2023, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness. 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. Going Concern – Refer to Note 2 to the financial statements Critical Audit Matter Description The Company has suffered recurring losses from operations resulting in net cash outflows from operating activities of $136 million for the year ended December 31, 2022. While the Company was in compliance with the covenants of the Third Amendment Credit Agreement as of December 31, 2022, the borrowing capacity was restricted and downward revisions to the 2023 forecast indicated that the Company may not be in compliance in future periods. To assess their ability to meet obligations as they come due and assess future compliance with debt covenants for at least twelve months from the issuance date of the financial statements, the Company has forecasted future financial results which requires significant judgment and estimation. Additionally, there is significant judgment 62 involved in determining that it is probable that management’s plans will be effectively implemented and alleviate substantial doubt about the Company’s ability to continue as a going concern. Auditing management’s conclusion that it is probable that the Company's plans will be achieved and alleviate substantial doubt about the Company's ability to continue as a going concern and auditing the Company's disclosure regarding liquidity and going concern, specifically the judgments and estimates in the Company’s forecasted financial results involved especially subjective judgment and significant audit effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s evaluation and disclosure of liquidity and going concern included the following, among others: • We tested the effectiveness of internal controls over the Company’s going concern evaluation, including the inputs, estimates and assumptions used in their forecasted financial results. • We evaluated the Company’s forecasted financial results and ability to meet obligations as they come due for at least twelve months from the issuance date of these financial statements by: ◦ Testing management’s key assumptions, including ability to achieve forecasted results through executing a transformation strategy which includes cost savings from restructuring actions. ◦ Obtaining the Company’s amended debt agreements and assessing whether the terms were appropriately considered when concluding on the Company’s debt covenant compliance. ◦ Comparing the Company’s forecasted future financial results to (1) historical results and previous forecasts, (2) internal communications to management and the Board of Directors, (3) historical variances in forecasted balances against actual results including first two months of 2023 and (4) macroeconomic factors. • We evaluated the completeness of the Company’s future obligations and evaluated consistency of evidence obtained in other areas of the audit. • We evaluated management’s plans, including the estimated cost savings and probability that the Company will be able to successfully implement these plans to alleviate substantial doubt about the Company’s ability to continue as a going concern. Variable Consideration Revenue Recognition –Refer to Notes 2 and 12 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. 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. 63 • 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. Income Taxes—Foreign Tax Position—Refer to Notes 2 and 14 to the financial statements Critical Audit Matter Description The Company received a proposed income tax assessment from the tax authority in one foreign jurisdiction in the amount of $113.5 million, inclusive of estimated incremental interest from the original assessment. The Company believes the assessment, which primarily relates to transfer pricing on transactions occurring in 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 and 4 to the financial statements Critical Audit Matter Description 64 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 $178.7 million as of December 31, 2022. As discussed in Note 4, the Company performed an interim quantitative assessment to evaluate goodwill for impairment during the first, second, and fourth quarter of 2022 due to continued downward revisions to the forecast. As a result of the Q2 2022 interim quantitative assessment, an impairment of $35.4 million was recognized, representing the full impairment of goodwill for the international reporting unit. 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 assessments, including those over the forecasts. • We evaluated management’s ability to reliably forecast by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results and previous forecasts, (2) internal communications to management and the Board of Directors, (3) macroeconomic forecasts, and (4) forecasts utilized in other areas of the audit to evaluate consistency, where appropriate. Additionally, we obtained and evaluated management’s written analysis supporting the forecasted cash flows. • With the assistance of fair value specialists, we evaluated the reasonableness of the 1) valuation methodology, 2) risk-adjusted discount rates, and 3) the long-term growth rate 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 March 16, 2023 We have served as the Company's auditor since 2017. 65 GROUPON, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 281,279 $ 498,726 Accounts receivable, net 44,971 36,755 Prepaid expenses and other current assets 41,101 52,570 Total current assets 367,351 588,051 Property, equipment and software, net 56,731 73,581 Right-of-use assets - operating leases, net 12,127 47,958 Goodwill 178,685 216,393 Intangible assets, net 17,641 24,310 Investments 119,541 119,541 Deferred income taxes 13,550 62,945 Other non-current assets 27,491 25,102 Total assets $ 793,117 $ 1,157,881 Liabilities and equity Current liabilities: Short-term borrowings $ 75,000 $ 100,000 Accounts payable 59,568 22,165 Accrued merchant and supplier payables 225,420 269,509 Accrued expenses and other current liabilities 171,452 239,313 Total current liabilities 531,440 630,987 Convertible senior notes, net 224,923 223,403 Operating lease obligations 9,310 58,747 Other non-current liabilities 18,586 34,448 Total liabilities 784,259 947,585 Commitments and contingencies (see Note 9) Stockholders' equity Common stock, par value $ 0.0001 per share, 100,500,000 shares authorized; 40,786,996 shares issued and 30,492,879 shares outstanding at December 31, 2022; 40,007,255 shares issued and 29,713,138 shares outstanding at December 31, 2021 4 4 Additional paid-in capital 2,322,672 2,294,215 Treasury stock, at cost, 10,294,117 shares at December 31, 2022 and December 31, 2021 ( 922,666 ) ( 922,666 ) Accumulated deficit ( 1,394,477 ) ( 1,156,868 ) Accumulated other comprehensive income (loss) 2,942 ( 4,813 ) Total Groupon, Inc. stockholders' equity 8,475 209,872 Noncontrolling interests 383 424 Total equity 8,858 210,296 Total liabilities and equity $ 793,117 $ 1,157,881 See Notes to Consolidated Financial Statements. 66 GROUPON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) Year Ended December 31, 2022 2021 2020 Revenue: Service $ 599,085 $ 794,795 643,653 Product — 172,313 773,215 Total revenue 599,085 967,108 1,416,868 Cost of revenue: Service 76,261 82,020 79,296 Product — 147,972 660,278 Total cost of revenue 76,261 229,992 739,574 Gross profit 522,824 737,116 677,294 Operating expenses: Marketing 149,231 188,780 154,534 Selling, general and administrative 481,375 511,096 603,185 Goodwill impairment 35,424 — 109,486 Long-lived asset impairment 12,259 — 22,351 Restructuring and related charges 12,350 41,895 64,836 Total operating expenses 690,639 741,771 954,392 Income (loss) from operations ( 167,815 ) ( 4,655 ) ( 277,098 ) Other income (expense), net ( 24,155 ) 92,680 ( 16,968 ) Income (loss) from continuing operations before provision (benefit) for income taxes ( 191,970 ) 88,025 ( 294,066 ) Provision (benefit) for income taxes 42,410 ( 32,323 ) ( 7,504 ) Income (loss) from continuing operations ( 234,380 ) 120,348 ( 286,562 ) Income (loss) from discontinued operations, net of tax — — 382 Net income (loss) ( 234,380 ) 120,348 ( 286,180 ) Net (income) loss attributable to noncontrolling interests ( 3,229 ) ( 1,680 ) ( 1,751 ) Net income (loss) attributable to Groupon, Inc. $ ( 237,609 ) $ 118,668 $ ( 287,931 ) Basic net income (loss) per share: Continuing operations $ ( 7.88 ) $ 4.04 $ ( 10.08 ) Discontinued operations — — 0.01 Basic net income (loss) per share $ ( 7.88 ) $ 4.04 $ ( 10.07 ) Diluted net income (loss) per share: Continuing operations $ ( 7.88 ) $ 3.68 $ ( 10.08 ) Discontinued operations — — 0.01 Diluted net income (loss) per share $ ( 7.88 ) $ 3.68 $ ( 10.07 ) Weighted average number of shares outstanding: Basic 30,166,100 29,365,880 28,604,115 Diluted 30,166,100 33,513,440 28,604,115 See Notes to Consolidated Financial Statements. 67 GROUPON, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2022 2021 2020 Income (loss) from continuing operations $ ( 234,380 ) $ 120,348 $ ( 286,562 ) Other comprehensive income (loss) from continuing operations: Net change in unrealized gain (loss) on foreign currency translation adjustments 7,755 ( 40,195 ) ( 35,972 ) Reclassification of cumulative foreign currency translation adjustments (See Note 13) — 32,273 — Other comprehensive income (loss) from continuing operations 7,755 ( 7,922 ) ( 35,972 ) Comprehensive income (loss) from continuing operations ( 226,625 ) 112,426 ( 322,534 ) Income (loss) from discontinued operations — — 382 Comprehensive income (loss) from discontinued operations — — 382 Comprehensive income (loss) ( 226,625 ) 112,426 ( 322,152 ) Comprehensive income attributable to noncontrolling interests ( 3,229 ) ( 1,680 ) ( 1,751 ) Comprehensive income (loss) attributable to Groupon, Inc. $ ( 229,854 ) $ 110,746 $ ( 323,903 ) See Notes to Consolidated Financial Statements. 68 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, 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 Comprehensive income (loss) — — — — — ( 237,609 ) 7,755 ( 229,854 ) 3,229 ( 226,625 ) Vesting of restricted stock units and performance share units 1,101,375 — — — — — — — — — Shares issued under employee stock purchase plan 83,551 — 1,105 — — — — 1,105 — 1,105 Tax withholdings related to net share settlements of stock-based compensation awards ( 405,185 ) — ( 6,043 ) — — — — ( 6,043 ) — ( 6,043 ) Stock-based compensation on equity-classified awards — — 33,395 — — — — 33,395 — 33,395 Distributions to noncontrolling interest holders — — — — — — — — ( 3,270 ) ( 3,270 ) Balance at December 31, 2022 40,786,996 $ 4 $ 2,322,672 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,394,477 ) $ 2,942 $ 8,475 $ 383 $ 8,858 See Notes to Consolidated Financial Statements. 69 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Operating activities Net income (loss) $ ( 234,380 ) $ 120,348 $ ( 286,180 ) Less: Income (loss) from discontinued operations, net of tax — — 382 Income (loss) from continuing operations ( 234,380 ) 120,348 ( 286,562 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization of property, equipment and software 54,170 63,925 77,792 Amortization of acquired intangible assets 8,493 8,894 9,730 Impairment of goodwill 35,424 — 109,486 Impairment of long-lived assets 12,259 — 22,351 Restructuring-related impairment 2,949 7,651 21,622 Stock-based compensation 30,006 33,169 39,010 Changes in fair value of investments — ( 95,623 ) 8,089 Deferred income taxes 49,099 ( 33,985 ) ( 7,101 ) Amortization of debt discount on convertible senior notes 1,520 1,601 14,621 (Gain) loss on early lease termination ( 4,471 ) — — Foreign currency translation adjustments reclassified into earnings — ( 32,273 ) — Foreign currency (gains) losses, net 10,934 26,730 ( 22,351 ) Change in assets and liabilities: Accounts receivable ( 10,088 ) 5,432 13,524 Prepaid expenses and other current assets 9,812 ( 13,472 ) 42,249 Right-of-use assets - operating leases 16,986 19,919 22,463 Accounts payable 37,540 ( 10,302 ) 11,414 Accrued merchant and supplier payables ( 39,428 ) ( 133,849 ) ( 142,624 ) Accrued expenses and other current liabilities ( 71,804 ) ( 45,015 ) 36,159 Operating lease obligations ( 30,295 ) ( 31,801 ) ( 36,864 ) Other, net ( 14,713 ) ( 15,307 ) 3,394 Net cash provided by (used in) operating activities from continuing operations ( 135,987 ) ( 123,958 ) ( 63,598 ) Net cash provided by (used in) operating activities from discontinued operations — — — Net cash provided by (used in) operating activities ( 135,987 ) ( 123,958 ) ( 63,598 ) Investing activities Purchases of property and equipment and capitalized software ( 36,168 ) ( 49,630 ) ( 48,711 ) Proceeds from sale or divestment of investment — 6,950 31,605 Acquisitions of intangible assets and other investing activities ( 2,677 ) ( 3,131 ) ( 4,240 ) Net cash provided by (used in) investing activities from continuing operations ( 38,845 ) ( 45,811 ) ( 21,346 ) Net cash provided by (used in) investing activities from discontinued operations — — 1,224 Net cash provided by (used in) investing activities ( 38,845 ) ( 45,811 ) ( 20,122 ) Financing activities Proceeds from borrowings under revolving credit agreement 40,000 — 200,000 Payments of borrowings under revolving credit agreement ( 65,000 ) ( 100,000 ) — Proceeds from issuance of 2026 convertible notes — 230,000 — Issuance costs for 2026 convertible notes and revolving credit agreement ( 490 ) ( 7,747 ) ( 1,686 ) 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 ) — Taxes paid related to net share settlements of stock-based compensation awards ( 6,065 ) ( 19,834 ) ( 10,607 ) Payments of finance lease obligations ( 687 ) ( 5,302 ) ( 8,930 ) Other financing activities ( 2,165 ) ( 521 ) ( 1,979 ) Net cash provided by (used in) financing activities ( 34,407 ) ( 183,850 ) 176,798 Effect of exchange rate changes on cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations ( 8,548 ) 2,017 6,574 Net increase (decrease) in cash, cash equivalents and restricted cash, including cash classified within current assets of discontinued operations ( 217,787 ) ( 351,602 ) 99,652 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 ( 217,787 ) ( 351,602 ) 98,428 Cash, cash equivalents and restricted cash, beginning of period (1) 499,483 851,085 752,657 Cash, cash equivalents and restricted cash, end of period (1) $ 281,696 $ 499,483 $ 851,085 See Notes to Consolidated Financial Statements. 70 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Supplemental disclosure of cash flow information Cash paid for interest 5,940 13,866 12,749 Income tax payments $ 5,184 $ 11,145 $ 3,262 Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software $ 3,325 $ 672 $ 637 Supplemental cash flow information on our leasing obligations Cash paid for amounts included in the measurement of operating lease liabilities 31,508 33,079 36,864 Right-of-use assets obtained in exchange for operating lease liabilities $ 2,635 $ 683 $ 16,415 (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, 2022, 2021 and 2020 (in thousands): December 31, 2022 December 31, 2021 December 31, 2020 Cash and cash equivalents $ 281,279 $ 498,726 $ 850,587 Restricted cash included in prepaid expenses and other current assets 417 757 498 Cash, cash equivalents and restricted cash $ 281,696 $ 499,483 $ 851,085 See Notes to Consolidated Financial Statements. 71 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 18, Segment Information, for more information . Macroeconomic Conditions and COVID-19 Pandemic The COVID-19 pandemic has changed the environment that our business operates in, which includes changes in consumer behavior and macroeconomic impacts affecting both us and our merchants. Certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time. Impacts to our operations may be caused by macroeconomic trends such as inflationary pressures, higher labor costs, labor shortages and resulting changes in consumer and merchant behavior. 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. Going Concern The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. Our Net cash used in operating activities was $ 136.0 million and $ 124.0 million for the years ended December 31, 2022 and December 31, 2021. Cash and cash equivalents were $ 281.3 million as of December 31, 2022. While we were in compliance with the covenants of our Third Amendment Credit Agreement as of December 31, 2022, our borrowing capacity was restricted and downward revisions to our 2023 forecast indicated we may not be in compliance in future periods. We took steps to amend the credit facility to provide us covenant relief and flexibility in our operations as described in Note 7, Financing Arrangements . These conditions and events raised substantial doubt about our ability to continue as a going concern. In January 2023, our Board approved the second phase of the 2022 Restructuring Plan, which includes an overall reduction of approximately 500 positions globally. A substantial portion of these reductions occurred in January 2023 and the remaining are expected to occur by the end of the second quarter 2023. We estimate that the second phase of our 2022 Restructuring plan and related costs savings initiatives will result in approximately $ 100.0 million in annualized cost savings. Further, following the completion of our cloud migration project in February 2023, we have begun to accelerate our efforts to optimize our technology stack and cloud workloads resulting in additional cost savings and we plan to improve the efficiency of our marketing investment resulting in reductions to marketing expense for the remainder of 2023. Management will also take steps to minimize the risk certain payment 72 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) processors will require reserves or holdback receivables. We believe management's plans as described above are probable of being achieved to alleviate substantial doubt about our ability to continue as a going concern and we will have sufficient liquidity to meet our obligations as they become due over the next twelve months. We are also currently evaluating several different strategies to enhance our liquidity position. These strategies may include, but are not limited to, pursuing additional actions under our multi-phase cost-savings plan, seeking additional financing from both the public and private markets through the issuance of equity or debt securities, and monetizing certain assets. Adoption of New Accounting Standards There were no new accounting standards adopted during the year ended December 31, 2022. 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 within Selling, general and administrative expense on the Consolidated Statements of Operations. 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 73 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 within Cost of revenue and Selling, general and administrative expense on the Consolidated Statements of Operations. 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 Other income (expense), net on the Consolidated Statements of Operations. 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 on the Consolidated Balance Sheets. 74 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Income Taxes We account for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. We regularly review deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value. For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance. 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. 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 leases are apportioned between interest expense and a reduction of the related operating lease obligations. Operating lease costs, including interest expense on operating leases, are generally 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. 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. 75 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 expensed in the period in which they are incurred. 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 Restructuring and related charges 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 and Product 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. Historically, we generated product revenue from our sales of first-party Goods transactions, which were direct sales of merchandise inventory. For product revenue transactions, we were the primary party responsible for providing the good to the customer, we had inventory risk and we had discretion in establishing prices. As such, product revenue was reported on a gross basis as the purchase price received from the customer. Product revenue, including associated shipping revenue, was recognized when title passed 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. 76 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. 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. Customer credits are primarily used within one year of issuance. 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. Impairment of Long-Lived Assets We review our long-lived assets, such as property, equipment and software, intangible assets and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. 77 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 There are no accounting standards that have been issued but not yet adopted that we believe could have a material impact on our Consolidated Financial Statements. 78 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes property, equipment and software, net as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Furniture and fixtures and other 3,384 5,524 Leasehold improvements 18,428 23,576 Computer hardware and purchased software 110,338 118,659 Internally-developed software (1) 334,079 309,018 Total property, equipment and software, gross 466,229 456,777 Less: accumulated depreciation and amortization ( 409,498 ) ( 383,196 ) Property, equipment and software, net $ 56,731 $ 73,581 (1) The net carrying amount of internally-developed software was $ 48.6 million and $ 54.7 million as of December 31, 2022 and 2021. We evaluated long-lived assets for impairment, due to the events described below, which indicated that the carrying amount of certain asset groups were not recoverable. The asset impairments 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. During the first quarter of 2022, we determined the impact to our business from the new variant of COVID-19 required us to evaluate our long-lived assets for impairment. Our interim quantitative assessment for the first quarter of 2022 did not identify any long-lived asset impairment. During the second quarter of 2022, we determined a downward revision of our forecast required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessment, we recognized long-lived asset impairment related to certain asset groups within our International reporting unit. See details in the table below. During the fourth quarter of 2022, we determined a further downward revision of our forecast required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessment, we recognized long-lived asset impairment related to certain asset groups within our International reporting unit. Additionally, during the fourth quarter of 2022, we determined that certain internally developed software was no longer in use. As a result, we recognized long-lived asset impairment related to internally developed software. See details in the table below. During the third quarter of 2021, we recognized long-lived asset impairments for certain leasehold improvements under our 2020 Restructuring Plan and during the first quarter 2020 for property, equipment and software, net under our 2020 Restructuring Plan. See details in the table below and Note 13, Restructuring and Related Charges , for more information. 79 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Long-lived asset impairment: North America $ 753 $ — $ — International 3,736 — 9,565 Long-lived asset impairment 4,489 — 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 $ 4,489 $ 870 $ 15,178 The following table summarizes impairment for long-lived assets by asset type for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, Long-Lived Asset Category 2022 2021 2020 Property, equipment and software, net Leasehold improvements 1,747 870 8,419 Computer hardware 1,498 — 2,842 Internally-developed software 753 — 2,988 Other Property, equipment and software, net 491 — 929 Total $ 4,489 $ 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, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Service cost of revenue $ 32,554 $ 32,354 $ 28,443 Product cost of revenue — 378 9,434 Selling, general and administrative 21,616 31,193 39,915 Total $ 54,170 $ 63,925 $ 77,792 The above amounts include amortization of internally-developed software of $ 44.2 million, $ 50.5 million and $ 58.8 million, and amortization expense on assets under finance leases of $ 0.5 million, $ 3.6 million and $ 6.7 million, for the years ended December 31, 2022, 2021 and 2020. 80 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes goodwill activity by segment for the years ended December 31, 2022 and 2021 (in thousands): North America International (1) Consolidated 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 Goodwill impairment — ( 35,424 ) ( 35,424 ) Foreign currency translation — ( 2,284 ) ( 2,284 ) Balance as of December 31, 2022 $ 178,685 $ — $ 178,685 (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. We evaluated goodwill for impairment, due to the events described below, which indicated that the carrying amount of certain reporting units' were in excess of their estimated fair value. In determining the fair values of our reporting units, we used the discounted cash flow method under the income approach that uses Level 3 inputs. During the first quarter of 2022, we determined the impact to our business from the new variant of COVID-19 required us to evaluate our goodwill for impairment. Our interim quantitative assessment for the first quarter of 2022 did no t identify any goodwill impairment. During the second quarter of 2022, we determined a downward revision of our forecast required us to evaluate our goodwill for impairment. As a result of our interim quantitative assessment, we recognized goodwill impairment within our International reporting unit, representing a full impairment of goodwill for that reporting unit. We performed our annual goodwill impairment assessment as of October 1, 2022. Our annual assessment determined that no reporting units' carrying values were in excess of their estimated fair values and, therefore, we did no t recognize goodwill impairment for either of our reporting units. During the fourth quarter of 2022, subsequent to our annual goodwill impairment assessment, we determined a further downward revision of our forecast required us to evaluate our goodwill for impairment. Our interim quantitative assessment did not identify any goodwill impairment. During the third quarter of 2021, we determined the prolonged recovery from the COVID-19 pandemic and the sustained decrease in our stock price required us to evaluate our goodwill for impairment. Additionally, we performed our annual goodwill impairment assessment as of October 1, 2021. Our assessments determined that no reporting units' carrying values were in excess of their estimated fair values. Therefore, we did no t recognize goodwill impairment for either of our reporting units during the year ended December 31, 2021. 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 for impairment, which resulted in goodwill impairment of $ 109.5 million within our International segment related to our EMEA operations. We did not 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 represented 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, 81 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) we concluded that goodwill related to those reporting units were not impaired and further quantitative testing was not required to be performed. Additionally, we performed our annual goodwill impairment assessment as of October 1, 2020. Our assessment determined that no reporting units' carrying values were in excess of their estimated fair values. Therefore, we did not recognize goodwill impairment for either of our reporting units for the annual impairment test during the year ended December 31, 2020. The following table summarizes intangible assets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 17,912 14,327 3,585 19,976 12,554 7,422 Trade names 9,340 8,382 958 9,604 8,215 1,389 Patents 13,341 6,701 6,640 12,455 5,712 6,743 Other intangible assets 17,517 11,059 6,458 17,573 8,817 8,756 Total $ 58,110 $ 40,469 $ 17,641 $ 59,608 $ 35,298 $ 24,310 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 $ 8.5 million, $ 8.9 million and $ 9.7 million for the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, our estimated future amortization expense related to intangible assets is as follows (in thousands): 2023 $ 7,550 2024 4,076 2025 2,601 2026 1,739 2027 1,066 Thereafter 609 Total $ 17,641 82 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. INVESTMENTS The following table summarizes our percentage ownership in our investments for the periods noted below: December 31, 2022 and 2021 Other equity investments 1 % to 19 % Available-for-sale securities 1 % to 19 % Fair value option investments 10 % to 19 % 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 in orderly transactions and impairments. As of December 31, 2022, the balance for our other equity investments was $ 119.5 million and there was no activity recorded for the year ended December 31, 2022. The following table summarizes other equity investment activity for the year ended December 31, 2021 (in thousands): 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 2.29 % non-controlling equity interest in SumUp Holdings S.a.r.l. ("SumUp"), a privately-held mobile payments company. During the third quarter 2021, we adjusted the carrying value of our other equity investment in SumUp due to observable price changes in orderly transactions, which resulted in an unrealized gain of $ 89.1 million for the year ended December 31, 2021. The unrealized gain is presented 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. 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. During 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 within 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 presented within Other income (expense), net on the Consolidated Statements of Operations. Available-for-Sale Securities Our available-for-sale securities had a fair value of $ 0.0 million as of December 31, 2022 and 2021 and no financial statement activity was recorded for the years ended December 31, 2022, 2021 and 2020. During 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 . 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 83 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) fair value with changes in fair value reported in earnings. We elected to apply fair value accounting to those investments because we believe that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. Our election to apply fair value accounting to those investments has and may continue to cause fluctuations in our earnings from period to period. The fair value of both of these investments was $ 0.0 million as of December 31, 2022 and 2021 and no activity was recorded in those years. 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. 6. SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes Other income (expense), net for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Interest income $ 9,533 $ 5,116 $ 6,351 Interest expense ( 14,380 ) ( 17,206 ) ( 33,192 ) Changes in fair value of investments (1) — 95,623 ( 8,089 ) Loss on extinguishment of debt — ( 5,090 ) — Foreign currency gains (losses), net and other (2) ( 19,308 ) 14,237 17,962 Other income (expense), net $ ( 24,155 ) $ 92,680 $ ( 16,968 ) (1) Includes an $ 89.1 million unrealized gain due to an upward adjustment for an observable price change of SumUp for the year ended December 31, 2021. (2) Includes a $ 32.3 million cumulative foreign currency translation adjustment gain that was reclassified into earnings for the year ended December 31, 2021 as a result of the substantial liquidation of our subsidiary in Japan as part of our 2020 Restructuring Plan. The following table summarizes Prepaid expenses and other current assets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Prepaid expenses $ 16,048 $ 28,550 Income taxes receivable 6,691 7,711 Deferred cloud implementation cost 9,362 6,476 Other 9,000 9,833 Total prepaid expenses and other current assets $ 41,101 $ 52,570 84 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes Other non-current assets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Deferred contract acquisition costs $ 4,815 $ 7,080 Deferred cloud implementation costs 17,684 11,986 Other 4,992 6,036 Total other non-current assets $ 27,491 $ 25,102 The following table summarizes Accrued expenses and other current liabilities as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Refund reserve $ 11,072 $ 19,601 Compensation and benefits 15,005 30,367 Accrued marketing 19,596 37,900 Restructuring-related liabilities 4,782 11,349 Customer credits 36,220 56,558 Operating lease obligations 37,525 32,062 Other (1) 47,252 51,476 Total accrued expenses and other current liabilities $ 171,452 $ 239,313 (1) Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $ 2.7 million as of December 31, 2021 and 2022. This balance was paid in January 2023. The following table summarizes Other non-current liabilities as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Contingent income tax liabilities $ 11,213 $ 24,213 Deferred income taxes 3,100 2,802 Other 4,273 7,433 Total other non-current liabilities $ 18,586 $ 34,448 7. FINANCING ARRANGEMENTS 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. On January 1, 2021, we adopted ASU 2020-06 using the modified retrospective method. This ASU eliminates the requirement to separately recognize an equity component when accounting for convertible debt in certain circumstances, removes certain conditions for equity classification of related contracts and amends the related guidance as to the computation of income (loss) per share. As a result of adopting ASU 2020-06, we recorded a $ 67.0 million net reduction to Additional paid-in capital, a $ 19.0 million increase to Convertible senior notes, net and a $ 48.0 million reduction to our opening Accumulated deficit in our Consolidated Balance Sheets 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. 85 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Prior to the adoption of ASU 2020-06, the difference between the principal amount of the Atairos Notes and the liability component of the Atairos Notes was recognized in equity, effectively resulting in a debt discount. The debt discount was amortized to interest expense over the terms of the Atairos Notes which, combined with cash interest, resulted in an effective interest rate of 9.75 %. Following the adoption of ASU 2020-06, the previously bifurcated equity component of our Atairos Notes was recombined with the liability component, resulting in a single liability-classified instrument. The carrying value of the Atairos Notes at 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 %. In May 2021, we repurchased the Atairos Notes for an 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 connection with the repurchase of the Atairos Notes, we recognized a $ 5.1 million loss on the early extinguishment, which is presented in Other income (expense), net on the Consolidated Statements of Operations. During the years ended December 31, 2021 and 2020, we recognized interest costs on the Atairos Notes as follows (in thousands): Year Ended December 31, 2021 2020 Contractual interest ( 3.25 % of the principal amount per annum) $ 3,024 $ 8,128 Amortization of debt discount 451 14,621 Total $ 3,475 $ 22,749 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. 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. 86 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 $ 8.58 as of December 31, 2022, 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, including that acceleration of indebtedness under the Amended Credit Agreement could result in an event of default under the Indenture. If an event of default, as defined in the Indenture, occurs and is continuing, the principal amount of the 2026 Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the 2026 Notes and any accrued and unpaid interest would automatically become immediately due and payable. We account for the 2026 Notes as a single liability-classified instrument measured at amortized cost. 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 Convertible senior notes, net in the accompanying Consolidated Balance Sheets. The carrying amount of the 2026 Notes consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Principal amount $ 230,000 $ 230,000 Less: debt discount ( 5,077 ) ( 6,597 ) Net carrying amount of liability $ 224,923 $ 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, 2022 and 2021 was $ 133.1 million and $ 183.3 million and was determined using a lattice model. 87 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During the years ended December 31, 2022 and 2021, we recognized interest costs on the 2026 Notes as follows (in thousands): Year Ended December 31, 2022 2021 Contractual interest $ 2,588 $ 2,001 Amortization of debt discount 1,520 1,150 Total $ 4,108 $ 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. In July 2020, we entered into an amendment to the revolving credit agreement (the "First Amendment") which permanently reduced 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", as amended by the First Amendment and the Second Amendment, the "Second Amendment Credit Agreement") to, among other things, permit the issuance of the 2026 Notes and related capped call transactions. The Second Amendment also permanently removed requirements that we maintain (i) a maximum senior secured indebtedness to Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") ratio and (ii) unrestricted cash of not less than $ 250.0 million. Further, the Second Amendment changed the requirement to maintain a minimum fixed charge coverage ratio to a requirement to maintain a minimum interest coverage ratio. In September 2022, we entered into a third amendment to the revolving credit agreement (the "Third Amendment" and the Second Amendment Credit Agreement as amended, the "Third Amendment Credit Agreement") to modify certain financial covenants and provide for additional flexibility in our operations, including certain modifications to our requirement to maintain (i) a maximum funded indebtedness to EBITDA ratio and (ii) a monthly minimum liquidity balance. In addition to the modifications described below, the Third Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $ 225.0 million to $ 150.0 million. In March 2023, we entered into a fourth amendment to the revolving credit agreement (the "Fourth Amendment" and the Third Amendment Credit Agreement as amended, the "Amended Credit Agreement" to modify certain financial covenants and provide for additional flexibility in its operations, among other changes, including certain modifications to (i) our requirements to maintain monthly minimum liquidity balance (including any undrawn 88 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) amounts under the revolving credit facility) of at least $ 50.0 million, (ii) the calculation of EBITDA under the Amended Credit Agreement, (iii) mandatory prepayment requirements and (iv) certain affirmative covenants. In addition to the modifications described below, the Fourth Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $ 150.0 million to $ 75.0 million. We deferred debt issuance costs of $ 4.0 million in aggregate in connection with the Third Amendment Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the Consolidated Balance Sheets as of December 31, 2022 and are amortized to interest expense over the term of the respective agreement. 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 Fourth Amendment imposes additional restrictions on our ability to make certain investments, to incur certain additional indebtedness and to designate unrestricted subsidiaries.. As of December 31, 2022, we were in compliance with the applicable covenants under the Third Amendment 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. Borrowings under the Second Amendment Credit Agreement bore (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 Second Amendment Credit Agreement also includes a replacement mechanism for the discontinuation of the adjusted LIBO rate. The Third Amendment replaced LIBOR as a benchmark interest rate under the Second Amendment Credit Agreement with Term Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 10 basis points. The Third Amendment also provides that, from the date of the Third Amendment through the fiscal quarter ending June 30, 2023, the Alternate Base Rate ("ABR") and Canadian prime spreads shall be raised to 1.50 %, the fixed rate spreads to 2.50 % and the commitment fee to 0.4 % on the daily amount of the unused commitments under the Amended Credit Agreement. After June 30, 2023, the applicable spreads and commitment fee will revert to the levels set by the Second Amendment Credit Agreement, with the addition of a new tier that is applicable when the ratio of funded indebtedness to EBITDA exceeds 3.00 :1.00 and provides for ABR and Canadian prime spreads of 1.25 %, fixed rate spreads of 2.25 % and a commitment fee of 0.4 % on the daily amount of the unused commitments under the Amended Credit Agreement. 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 $ 75.0 million. The Amended Credit Agreement is secured by substantially all of our tangible and intangible assets, including a pledge of 100 % of the outstanding capital stock of substantially all of our direct and indirect domestic subsidiaries and 65 % of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of our domestic and foreign subsidiaries are guarantors under the Amended Credit Agreement. We had $ 75.0 million of outstanding borrowings and $ 24.9 million of letters of credit outstanding as of December 31, 2022, and $ 100.0 million of outstanding borrowings and $ 25.8 million of letters of credit outstanding as of December 31, 2021 under the Third Amendment Credit Agreement. In connection with entering into the Fourth Amendment to our Third Amendment Credit Agreement in March 2023, our borrowing capacity under the Amended Credit Agreement was reduced from $ 150.0 million to $ 75.0 million and consequently we repaid $ 25.0 million of these outstanding amounts in connection with the Fourth Amendment. 89 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. LEASES Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2023 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 were related to property and equipment, primarily computer hardware, all of which were expired as of December 31, 2022. We lease our headquarters located in Chicago, Illinois ("600 West Chicago"). During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our reassessment included an increase in our Accrued expenses and other current liabilities of $ 11.6 million, a decrease to our long-term Operating lease obligations of $ 25.6 million, a decrease to our Right-of-use assets - operating leases, net of $ 9.5 million in the Consolidated Balance Sheets and a gain of $ 4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges for additional information on the gain recognized. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $ 9.6 million with our early termination notice. Prior to exercising our option to early terminate, the expiration of 600 West Chicago was January 31, 2026. We sublease a portion of 600 West Chicago to Uptake, Inc., a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Uptake is contractually obligated to pay $ 2.5 million in future sublease payments, however, the collectability of our sublease income is not reasonably assured. Given the uncertainty of collectability of our sublease income, we recognized impairment of $ 1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. We have also subleased other office facilities under operating lease agreements with expirations in 2023 for future sublease income of $ 2.1 million. The following summarizes right-of-use assets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Right-of-use assets - operating leases $ 60,204 $ 91,934 Right-of-use assets - finance leases (1) — 3,299 Total right-of-use assets, gross 60,204 95,233 Less: accumulated depreciation and amortization ( 48,077 ) ( 46,041 ) Right-of-use assets, net $ 12,127 $ 49,192 (1) Right-of-use assets for finance leases are included in Property, equipment and software, net on the Consolidated Balance Sheet. For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $ 7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $ 1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information Due to actions taken under our 2020 Restructuring Pl an, we recognized impairment of $ 6.8 million and $ 16.0 million 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 Statements of Operations. See Note 13, Restructuring and Related Charges , for more information. For the year ended December 31, 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 90 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) required us to evaluate our long-lived assets for impairment, and we recognized impairment 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, which are presented in Long-lived asset impairments on the Consolidated Statements of Operations. The following table summarizes our lease costs and sublease income for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Financing lease cost: Amortization of right-of-use assets $ 543 $ 3,621 $ 6,737 Interest on lease liabilities 12 120 522 Total finance lease cost 555 3,741 7,259 Operating lease cost (1) 20,880 25,346 30,870 Variable lease cost (2) 7,966 6,378 8,143 Short-term lease cost 57 83 313 Sublease income, gross (3) ( 3,949 ) ( 4,650 ) ( 4,693 ) Total lease cost $ 25,509 $ 30,898 $ 41,892 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $ 15.7 million and $ 5.2 million for the year ended December 31, 2022, $ 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 $ 5.6 million and $ 2.4 million for the year ended December 31, 2022, $ 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 entirely as Restructuring and related charges in the Consolidated Statements of Operations for the years ended December 31, 2022 and December 31, 2021 and presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $ 1.2 million and $ 3.5 million for the year ended December 31, 2020. As of December 31, 2022, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2023 38,733 2024 6,640 2025 2,473 2026 437 2027 75 Thereafter — Total minimum lease payments 48,358 Less: Amount representing interest ( 1,523 ) Present value of net minimum lease payments 46,835 Less: Current portion of lease obligations ( 37,525 ) Total long-term lease obligations $ 9,310 As of December 31, 2022, we do not have any material non-cancelable operating lease commitments that have not yet commenced. 91 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of December 31, 2022 and 2021, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows: December 31, 2022 December 31, 2021 Weighted-average lease term 1 year 3 years Weighted-average discount rate 6.4 % 5.4 % 9. 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, 2022, future payments under these contractual obligations were as follows (in thousands): 2023 $ 11,530 2024 17,615 2025 18,000 2026 — 2027 — Thereafter — Total purchase obligations $ 47,145 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. On May 6, 2022, the parties reached an agreement to settle this matter in its entirety for $ 13.5 million and signed a term sheet memorializing preliminary terms. On June 27, 2022, the District Court granted preliminary approval of the settlement. On October 28, 2022, the District Court granted final approval of the settlement class with no class members opting out and no objections. Now that the settlement class has been confirmed and the case is fully resolved with no opt outs, all class members must follow a claims process administered by a third party and will be barred from filing future lawsuits based on these events. The full amount of the $ 13.5 million settlement is covered under Groupon's insurance policies and was paid into an escrow fund by Groupon’s insurance carriers on July 26, 2022. The settlement accrual and insurance receivable were settled as of December 31, 2022. 92 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In addition, four shareholders have filed separate shareholder derivative lawsuits in relation to the same events that are subject to 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. Third, on January 24, 2022, a shareholder named Saman Khoury filed a derivative lawsuit, also in the Court of Chancery in the State of Delaware. Finally, on May 9, 2022 a shareholder named Moriah Anders filed a lawsuit, also in the Court of Chancery in the State of Delaware. All four lawsuits name Groupon and certain of the Company's former and current officers and directors. The allegations in all four 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 Derivative Lawsuits seek unspecified damages they allege were sustained by the Company, injunctive and equitable relief and attorneys' fees. All four matters have been stayed pending settlement discussions. On February 2, 2023, the Parties to all four Derivative Lawsuits executed a Stipulation of Settlement that was filed in Delaware Chancery Court. Under the settlement, Groupon has agreed to undertake certain corporate reforms. The Settlement requires notice to shareholders and Court approval. Counsel for the Plaintiffs will submit a petition to the Court to be awarded attorneys' fees, the amount of which is at the discretion of the Court. Any attorney fee award will be covered under Groupon's directors and officers insurance policies. 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 93 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, we decreased our indemnification liabilities due to the expiration of certain contingent liabilities under our indemnification obligations. The resulting benefit of $ 0.4 million is recorded within Income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations for the year ended December 31, 2020. Our remaining indemnification liabilities were $ 2.8 million as of December 31, 2022. 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, 2022 is approximately $ 11.7 million. In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions. 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. 10. STOCKHOLDERS' EQUITY 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, 2022 and 2021, there were no shares of preferred stock outstanding. Common Stock Pursuant to our restated certificate of incorporation, as of December 31, 2022, 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, 2022, we did no t repurchase any shares under the program. As of December 31, 2022, $ 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. 11. COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plan In August 2011, we established the Groupon, Inc. 2011 Stock Plan (the "2011 Plan"), as amended in November 2013, May 2014, June 2016, April 2019, and June 2022, under which options, restricted stock units and performance stock units for up to 11,875,000 shares of common stock were authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee of the Board (the "Compensation Committee"). As of December 31, 2022, 3,266,298 shares of common stock were available for future issuance under the 2011 Plan. The stock-based compensation expense related to stock awards issued under the 2011 Plan and acquisition-related awards are presented within the following line items of the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 395 $ 585 $ 662 Marketing 1,054 748 1,522 Selling, general and administrative 28,557 31,836 36,826 Restructuring and related charges — — 1,735 Total stock-based compensation expense $ 30,006 $ 33,169 $ 40,745 We capitalized $ 3.4 million, $ 3.7 million and $ 4.5 million of stock-based compensation for the years ended December 31, 2022, 2021 and 2020, 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, 2022, 2021 and 2020, 83,551 , 49,399 and 69,371 shares of common stock were issued under the ESPP. Restricted Stock Units The restricted stock units granted under the 2011 Plan 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 2011 Plan for the year ended December 31, 2022: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2021 2,205,235 $ 31.06 Granted 2,720,990 16.95 Vested ( 1,080,881 ) 32.22 Forfeited ( 969,255 ) 24.82 Unvested at December 31, 2022 2,876,089 $ 19.33 95 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The weighted-average grant date fair value of restricted stock units granted in 2021 and 2020 was $ 31.48 and $ 24.92 . The fair value of restricted stock units that vested during each of the three years ended December 31, 2022, 2021 and 2020 was $ 15.6 million, $ 48.8 million and $ 19.2 million. As of December 31, 2022, $ 39.3 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 year. Performance Share Units We have previously granted performance share units under the 2011 Plan 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"). Our existing Performance Share Units are subject to continued employment through the performance period dictated by the award and certification by the Compensation Committee of the Board that the specified performance conditions have been achieved. The table below summarizes Performance Share Unit activity under the 2011 Plan for the year ended December 31, 2022: Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2021 37,763 $ 28.39 Granted — — Vested ( 20,494 ) 31.97 Forfeited — — Unvested at December 31, 2022 17,269 $ 24.13 Maximum shares issuable upon vesting at December 31, 2022 17,269 As of December 31, 2022, we have recognized substantially all expense related to the unvested Performance Share Units, which vested in the first quarter of 2023. We have also previously granted performance share units subject to a market condition ("Market-based Performance Share Units"). As of December 31, 2022, 24,335 Market-based Performance Share Units were forfeited and 33,333 Market-based Performance Share Units expired as the market conditions were not met. No Market-based Performance Share Units remain unvested and all related compensation costs have been recognized as of December 31, 2022. 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, 2022, 2021 and 2020, our contributions for all plans were $ 5.8 million, $ 6.7 million and $ 6.6 million. 12. REVENUE RECOGNITION See Note 18, Segment Information , for revenue summarized by reportable segment and category. Contract Balances Our deferred revenue relates to gift card revenue and is recognized upon customer redemption. For prior periods, deferred revenue also included product sales and was recognized as the products were delivered to customers, generally within two weeks following the balance sheet date. Our deferred revenue was $ 1.6 million as of December 31, 2022. As of December 31, 2021 and 2020, our deferred revenue was $ 3.5 million and $ 11.2 million, all of which was recognized during the years ended December 31, 2022 and 2021, respectively. 96 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, 2022 and 2021 (in thousands): Customer Credits 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 Credits issued 134,317 Credits redeemed (1) ( 128,247 ) Breakage revenue recognized ( 25,802 ) Foreign currency translation ( 606 ) Balance as of December 31, 2022 $ 36,220 (1) Historically, customer credits have primarily been used within one year of issuance; however, usage patterns were impacted from changes in customer behavior due to COVID-19. (2) The increase in our breakage revenue recognized was largely due to a change in estimate due to lower customer usage patterns from 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, 2022 and 2021, deferred contract acquisition costs were $ 5.9 million and $ 8.0 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, 2022, 2021 and 2020, we amortized $ 10.7 million, $ 10.5 million and $ 15.3 million of deferred contract acquisition 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, 2022 (in thousands): Allowance for Expected Credit Losses 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 Change in provision ( 1,335 ) Write-offs ( 1,618 ) Foreign currency translation ( 483 ) Balance as of December 31, 2022 $ 4,538 Variable Consideration for Unredeemed Vouchers During the years ended December 31, 2022 and 2021, we recognized $ 9.1 million and $ 31.4 million of variable consideration from unredeemed vouchers that were sold in a prior year. During the year ended December 97 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 31, 2021, the substantial majority of vouchers sold at the onset of the COVID-19 pandemic reached expiration at redemption rates lower than our historical estimates. Although redemption rates for vouchers sold in more recent periods have improved, the impact of macroeconomic conditions 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. 13. RESTRUCTURING AND RELATED CHARGES In August 2022 and April 2020, we initiated Board-approved restructuring plans. Costs incurred related to the restructuring plans are classified as Restructuring and related charges on the Consolidated Statements of Operations. The restructuring activities are summarized by plan in the sections below. 2022 Restructuring Plan In August 2022, we initiated a multi-phase cost savings plan designed to reduce our expense structure to align with our go-forward business and financial objectives (the “2022 Cost Savings Plan”). The 2022 Cost Savings Plan included a restructuring plan, approved by our Board on August 5, 2022 (the “2022 Restructuring Plan”). The first phase of the 2022 Restructuring Plan includes an overall reduction of approximately 500 positions globally, with the majority of these reductions completed by the end of 2022 and the remainder expected in 2023. In connection with the first phase, we expect to record total pre-tax charges of $ 10.0 million to $ 20.0 million. Substantially all of the pre-tax charges are expected to be paid in cash and will relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We have incurred total pretax charges of $ 9.6 million since the inception of the 2022 Restructuring Plan. The following tables summarize costs incurred by segment related to the 2022 Restructuring Plan for the year ended December 31, 2022 (in thousands): Year Ended December 31, 2022 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 8,024 $ 161 $ 8,185 International 1,464 — 1,464 Consolidated $ 9,488 $ 161 $ 9,649 (1) The employee severance and benefits costs for the year ended December 31, 2022 are related to the termination of approximately 380 employees, of which 16 are still completing their notice period and legally-required severance and benefits have been recognized as of December 31, 2022. Additional severance and benefits costs related to the remaining 16 employees may be incurred in future periods. The following table summarizes restructuring liability activity for the 2022 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2021 $ — $ — $ — Charges payable in cash 9,488 161 9,649 Cash payments ( 9,315 ) ( 161 ) ( 9,476 ) Foreign currency translation 2 — 2 Balance as of December 31, 2022 (1) $ 175 $ — $ 175 (1) Substantially all of the remaining cash payments for the 2022 Restructuring Plan costs are expected to be disbursed through 2023. In January 2023, the Board approved the second phase of the 2022 Restructuring Plan, which is expected to include an overall reduction of approximately 500 positions globally, with the majority of these reductions expected to occur by the end of the second quarter 2023. In connection with the second phase, we expect to record total pre-tax charges of $ 10.0 million to $ 20.0 million. A majority of the pre-tax charges for the second phase are expected to be paid in cash and primarily relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. 98 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2020 Restructuring Plan 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 (the "2020 Restructuring Plan"). We have incurred total pretax charges of $ 109.4 million since the inception of the 2020 Restructuring Plan. Our actions under this plan were substantially completed by December 31, 2021, and our current and future charges or credits will be from changes in estimates. Our 2020 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. The following tables summarize costs incurred by segment related to the 2020 Restructuring Plan for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 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 $ 1 $ 155 $ — $ 418 $ 574 International ( 95 ) 92 — 2,130 2,127 Consolidated $ ( 94 ) $ 247 $ — $ 2,548 $ 2,701 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 2020 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, 2022, we recognized long-lived asset impairment related to those leases of $ 1.8 million and $ 1.2 million in our North America and International segments. In addition, during the year ended December 31, 2022, we recognized a gain of $ 4.5 million for one of our previously-impaired leases in our North America segment due to our reassessment of our 600 West Chicago lease given our option to early terminate. For the year ended December 31, 2021, we recognized long-lived asset impairment of $ 5.5 million and $ 2.2 million in our North America and International segments. For the year ended December 31, 2020, we recognized long-lived asset impairment of $ 18.1 million and $ 3.5 million in our North America and International segments. See Note 3, Property, Equipment and Software, Net and Note 8, 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 2020 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 Accrued expenses and 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, 2022 and 2021 (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total 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 $ 11,038 $ 311 $ 11,349 Charges payable in cash ( 94 ) 247 153 Cash payments ( 6,096 ) ( 212 ) ( 6,308 ) Foreign currency translation ( 542 ) ( 45 ) ( 587 ) Balance as of December 31, 2022 (1) $ 4,306 $ 301 $ 4,607 (1) Substantially all of the remaining cash payments for the 2020 Restructuring Plan costs are expected to be disbursed by the end of 2023. 14. INCOME TAXES The components of pretax income (loss) from continuing operations for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ ( 65,256 ) $ 60,875 $ ( 55,699 ) International ( 126,714 ) 27,150 ( 238,367 ) Income (loss) from continuing operations before provision (benefit) for income taxes $ ( 191,970 ) $ 88,025 $ ( 294,066 ) The Provision (benefit) for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following components (in thousands): Year Ended December 31, 2022 2021 2020 Current taxes: U.S. federal $ 161 $ 2,354 $ ( 180 ) State 704 1,629 1,719 International ( 7,554 ) ( 2,321 ) ( 1,942 ) Total current taxes ( 6,689 ) 1,662 ( 403 ) Deferred taxes: U.S. federal 31,132 ( 15,254 ) 32 State 20,307 ( 16,864 ) 114 International ( 2,340 ) ( 1,867 ) ( 7,247 ) Total deferred taxes 49,099 ( 33,985 ) ( 7,101 ) Provision (benefit) for income taxes (1) $ 42,410 $ ( 32,323 ) $ ( 7,504 ) (1) Amounts included in the Provision (benefit) for income taxes 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, 2022, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 U.S. federal income tax provision (benefit) at statutory rate $ ( 40,314 ) $ 18,485 $ ( 61,805 ) Foreign income and losses taxed at different rates (1) 9,035 5,000 8,608 State income taxes, net of federal benefits, and state tax credits 4,133 4,897 6,487 Change in valuation allowances 64,328 ( 50,695 ) ( 4,474 ) Effect of income tax rate changes on deferred items 443 815 618 Adjustments related to uncertain tax positions ( 13,062 ) 2,588 ( 15,518 ) Non-deductible stock-based compensation expense 2,191 2,727 3,803 Tax (windfalls)/shortfalls on stock-based compensation awards 2,741 ( 1,762 ) 3,876 Federal research and development credits, net of adjustments ( 812 ) ( 396 ) 6,043 Forgiveness of intercompany liabilities 1,468 ( 62 ) ( 2,863 ) Tax attribute expiration 5,519 — 19,962 Goodwill impairment 7,213 — 23,202 Observable price change on an other equity investment — ( 17,955 ) — Non-deductible or non-taxable items ( 473 ) 4,035 4,557 Provision (benefit) for income taxes $ 42,410 $ ( 32,323 ) $ ( 7,504 ) (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2022. This resulted in an adverse impact to the Provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2022, 2021 and 2020 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, 2022 and 2021 (in thousands): December 31, 2022 2021 Deferred tax assets: Accrued expenses and other liabilities $ 37,397 $ 45,532 Operating lease obligation 5,602 10,890 Stock-based compensation 3,886 4,014 Net operating loss and tax credit carryforwards 135,743 140,787 Intangible assets, net 19,139 20,357 Investments 20,360 20,581 Convertible senior notes 4,638 5,929 Unrealized foreign currency exchange losses — 1,078 Capitalized research and development costs (1) 9,994 — Other 312 244 Total deferred tax assets 237,071 249,412 Less: Valuation allowances ( 204,462 ) ( 145,105 ) Deferred tax assets, net of valuation allowance 32,609 104,307 Deferred tax liabilities: Prepaid expenses and other assets ( 11,983 ) ( 14,605 ) Property, equipment and software, net ( 1,470 ) ( 9,511 ) Right-of-use asset ( 679 ) ( 7,293 ) Deferred revenue ( 8,027 ) ( 12,755 ) Total deferred tax liabilities ( 22,159 ) ( 44,164 ) Net deferred tax asset (liability) $ 10,450 $ 60,143 (1) The 2017 Tax Cuts and Jobs Act amended Internal Revenue Cost Section 174 to require taxpayers to capitalize certain research and experimental expenditures. This regulatory change is effective for amounts paid or incurred in tax years beginning after December 31, 2021. A new deferred tax asset has been established in relation to this law change and the capitalized Section 174 costs must be amortized over five years. 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, 2022, we were in a cumulative pre-tax loss position, adjusted for certain permanent items, in the U.S. Additionally, we do not have any sources of income that support utilization of our U.S. deferred tax assets. In analyzing all available evidence, management determined that it is not more likely than not that the U.S. deferred tax assets will be realized due to the significant negative evidence outweighing the positive evidence. As a result, for the year ended December 31, 2022, we recognized a valuation allowance against all U.S. federal and state deferred tax assets, which resulted in a $ 51.9 million charge to income tax expense. We continue to maintain a valuation allowance against substantially all of our foreign deferred tax assets. At December 31, 2021, we had demonstrated profit, which was considered to be a source of positive evidence. In analyzing all available evidence at the time, management determined there was sufficient positive evidence outweighing negative evidence to conclude that it was more likely than not that a portion of the U.S. deferred tax assets were realizable. As such, for the year ended December 31, 2021, we released $ 57.7 million of the valuation allowance against a portion of our U.S. federal and state deferred tax assets, resulting in a $ 50.3 million reduction to expense, and a $ 7.4 million adjustment to equity. 102 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We had $ 19.9 million of federal net operating loss carryforwards as of December 31, 2022 which will begin expiring in 2027. We had $ 82.3 million of state net operating loss carryforwards as of December 31, 2022, which will begin expiring in 2023. As of December 31, 2022, we had $ 533.1 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. The following table summarizes activity related to our gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Beginning Balance $ 49,502 $ 48,960 $ 64,361 Increases related to prior year tax positions — 5,105 8,389 Decreases related to prior year tax positions ( 124 ) ( 3,138 ) ( 22,541 ) Increases related to current year tax positions 3,028 1,887 1,994 Decreases based on settlements with taxing authorities ( 109 ) — — Decreases due to lapse of statute limitations ( 12,410 ) ( 2,530 ) ( 5,640 ) Foreign currency translation ( 715 ) ( 782 ) 2,397 Ending Balance $ 39,172 $ 49,502 $ 48,960 The total amount of unrecognized tax benefits as of December 31, 2022, 2021 and 2020 that, if recognized, would affect the effective tax rate are $ 9.8 million, $ 18.7 million and $ 19.9 million. We recognized $ 0.8 million, $ 1.0 million and $ 1.0 million of interest and penalties within Provision (benefit) for income taxes on our Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020. Total accrued interest and penalties as of December 31, 2022 and 2021 were $ 2.1 million and $ 5.6 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 $ 12.5 million, $ 3.2 million and $ 8.9 million for the years ended December 31, 2022, 2021 and 2020, 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 $ 113.5 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 $ 11.5 million in unrecognized tax benefits may occur within the 12 months following December 31, 2022 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 or remit such earnings in a tax-efficient manner. Additionally, 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, 2022 and 2021 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 103 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation . 15. VARIABLE INTEREST ENTITY We have an arrangement with a strategic partner to offer deals related to live events, and a limited liability company ("LLC") has been established to administer that arrangement. Groupon and the strategic partner each own 50 % of the outstanding LLC interests, and income and cash flows of the LLC are allocated based on agreed upon percentages specified in the related LLC agreement. Our obligations associated with our interests in the LLC are primarily administering transactions, contributing intellectual property, identifying deals and promoting the sale of deal offerings, coordinating the distribution of deal offerings and providing the record keeping. Under the LLC agreement, as amended, the LLC shall be dissolved upon the occurrence of any of the following events: (1) either party becoming a majority owner; (2) July 2025; (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. 16. 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 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) There was no activity in the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, we recognized a $ 1.4 million loss from changes in the fair value of one of our fair value option investments. See Note 5, Investments , for additional information. 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 modified due to an observable price change in an orderly transaction. We recognized $ 35.4 million in non-cash impairment charges related to goodwill for the year ended December 31, 2022. We recognized $ 15.3 million in non-cash impairment charges related to long-lived assets for the year ended December 31, 2022, of which $ 3.0 million are included in Restructuring and related charges on our Consolidated Statements of Operations. 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 3, Property, Equipment and Software, Net, Note 4, Goodwill and Other Intangible Assets, Note 8, Leases and Note 13, Restructuring and Related Charges , for additional information. 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. See Note 5, Investments , for additional information. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value Our financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, 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, 2022 and 2021 due to their short-term nature. 17. 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 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. 105 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, 2022, 2021 and 2020 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2022 2021 2020 Basic and diluted net income (loss) per share: Numerator Income (loss) - continuing operations $ ( 234,380 ) $ 120,348 $ ( 286,562 ) Less: Net income (loss) attributable to noncontrolling interests 3,229 1,680 1,751 Basic net income (loss) attributable to common stockholders - continuing operations ( 237,609 ) 118,668 ( 288,313 ) Net income (loss) attributable to common stockholders - discontinued operations — — 382 Basic net income (loss) attributable to common stockholders $ ( 237,609 ) $ 118,668 $ ( 287,931 ) Diluted net income (loss) attributable to common stockholders - continuing operations ( 237,609 ) 118,668 ( 288,313 ) Net Income (loss) attributable to common stockholders - discontinued operations — — 382 Diluted net income (loss) attributable to common stockholders ( 237,609 ) 118,668 ( 287,931 ) Plus: Interest expense from assumed conversion of convertible senior notes — 4,643 — Net income (loss) attributable to common stockholders plus assumed conversions $ ( 237,609 ) $ 123,311 $ ( 287,931 ) Denominator Shares used in computation of basic net income (loss) per share 30,166,100 29,365,880 28,604,115 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 30,166,100 33,513,440 28,604,115 Basic net income (loss) per share: Continuing operations $ ( 7.88 ) $ 4.04 $ ( 10.08 ) Discontinued operations — — 0.01 Basic net income (loss) per share $ ( 7.88 ) $ 4.04 $ ( 10.07 ) Diluted net income (loss) per share: Continuing operations $ ( 7.88 ) $ 3.68 $ ( 10.08 ) Discontinued operations — — 0.01 Diluted net income (loss) per share $ ( 7.88 ) $ 3.68 $ ( 10.07 ) 106 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, 2022 2021 2020 Restricted stock units 2,587,585 500,763 1,887,322 Performance share units and other stock-based compensation awards 97,203 — 199,629 Convertible senior notes due 2022 (1) — — 2,314,815 Convertible senior notes due 2026 (1) 3,376,400 — — Warrants — 877,595 2,314,815 Capped call transactions 3,376,400 2,575,184 — Total 9,437,588 3,953,542 6,716,581 (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 7, Financing Arrangements , for additional information. As of December 31, 2022, no Market-based Performance Share Units remain unvested and outstanding, as the performance or market conditions were not met, and are excluded from the table above. See Note 11. Compensation Arrangements , for additional information. 18. 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. We completed a transition to a third-party goods marketplace in International in 2021, and therefore we no longer generate product revenue in our Goods category. For the year ended December 31, 2022, adjustments to accruals previously established in our Goods category related to product are presented within service. 107 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes revenue by reportable segment and category for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America Service revenue: Local $ 390,449 $ 530,468 $ 432,183 Goods 28,785 51,568 35,276 Travel 17,035 24,393 17,686 Total service revenue 436,269 606,429 485,145 Product revenue - Goods — 626 333,479 Total North America revenue (1) $ 436,269 $ 607,055 $ 818,624 International Service revenue: Local $ 128,295 $ 155,866 $ 138,274 Goods 23,742 19,477 11,757 Travel 10,779 13,023 8,477 Total service revenue 162,816 188,366 158,508 Product revenue - Goods — 171,687 439,736 Total International revenue (1) $ 162,816 $ 360,053 $ 598,244 (1) North America includes revenue from the United States of $ 428.5 million, $ 597.6 million and $ 808.3 million for the years ended December 31, 2022, 2021 and 2020. International includes revenue from the United Kingdom of $ 120.8 million and $ 216.3 million for the years ended December 31, 2021 and 2020. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2022, 2021 and 2020. 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, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America Service cost of revenue: Local $ 52,693 $ 58,192 $ 53,143 Goods 5,249 7,790 6,424 Travel 4,173 4,952 4,779 Total service cost of revenue 62,115 70,934 64,346 Product cost of revenue - Goods — 458 278,647 Total North America cost of revenue $ 62,115 $ 71,392 $ 342,993 International Service cost of revenue: Local $ 10,647 $ 8,962 $ 12,362 Goods 2,080 986 1,261 Travel 1,419 1,138 1,327 Total service cost of revenue 14,146 11,086 14,950 Product cost of revenue - Goods — 147,514 381,631 Total International cost of revenue $ 14,146 $ 158,600 $ 396,581 108 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes contribution profit by reportable segment for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America Revenue $ 436,269 $ 607,055 $ 818,624 Cost of revenue 62,115 71,392 342,993 Marketing 103,862 138,025 96,039 Contribution profit 270,292 397,638 379,592 International Revenue 162,816 360,053 598,244 Cost of revenue 14,146 158,600 396,581 Marketing 45,369 50,755 58,495 Contribution profit 103,301 150,698 143,168 Consolidated Revenue 599,085 967,108 1,416,868 Cost of revenue 76,261 229,992 739,574 Marketing 149,231 188,780 154,534 Contribution profit 373,593 548,336 522,760 Selling, general and administrative 481,375 511,096 603,185 Goodwill impairment 35,424 — 109,486 Long-lived asset impairment 12,259 — 22,351 Restructuring and related charges 12,350 41,895 64,836 Income (loss) from operations $ ( 167,815 ) $ ( 4,655 ) $ ( 277,098 ) The following table summarizes total assets by reportable segment as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Total assets: North America (1) $ 669,336 $ 964,523 International (1) 123,781 193,358 Consolidated total assets $ 793,117 $ 1,157,881 (1) North America contains assets from the United States of $ 661.3 million and $ 951.8 million as of December 31, 2022 and 2021. International contains assets from the United Kingdom of $ 126.0 million as of December 31, 2021. There were no other individual countries that represented more than 10% of consolidated total assets as of December 31, 2022 and 2021. The following table summarizes tangible property and equipment, net of accumulated depreciation and amortization, by reportable segment as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 North America (1) $ 5,246 $ 10,836 International (1) 2,928 7,973 Consolidated total $ 8,174 $ 18,809 (1) 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, 2022 and 2021. 109 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes depreciation and amortization of property, equipment and software and intangible assets by reportable segment for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America $ 52,077 $ 63,725 $ 78,805 International 10,586 9,094 8,717 Consolidated total $ 62,663 $ 72,819 $ 87,522 The following table summarizes expenditures for additions to tangible long-lived assets by reportable segment for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America $ 1,323 $ 1,777 $ 2,000 International 2,565 4,562 2,707 Consolidated total $ 3,888 $ 6,339 $ 4,707 110 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.