12 unchanged sentences
• Our international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges, and our inability to adapt to the diverse and changing landscapes of our international markets may adversely affect our business.
−Removed: • Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.
−Removed: • If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.
−Removed: • We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.
• Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.
1 unchanged sentence
• The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business.
−Removed: • Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business.
−Removed: • We are subject to payments-related risks.
−Removed: • We have identified a material weakness in our internal control over financial reporting, which could, if not remediated or if we identify additional material weaknesses or other adverse findings in the future, impair our ability to report accurate and timely financial information, adversely affect investor confidence and have a material and adverse effect on our financial condition and results of operations.
+Added: • Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
Risks Related to Technology and Cybersecurity
−Removed: • We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace.
• We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand.
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• We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.
−Removed: • Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed.
Risks Related to Legal, Regulatory, Privacy and Tax Matters
2 unchanged sentences
• If we are required to materially increase the liability recorded in our financial statements with respect to unredeemed vouchers, our results of operations could be materially and adversely affected.
−Removed: • Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.
+Added: • Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.
+Added: • State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services.
• Failure to comply with existing, expanding or newly enacted U.S.
1 unchanged sentence
• Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business.
−Removed: • We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings.
−Removed: • We may have exposure to greater than anticipated tax liabilities.
• The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S.
taxation could materially affect our financial position and results of operations.
−Removed: • Our ability to use our tax attributes to reduce future U.S.
−Removed: income taxes could be subject to certain limitations.
−Removed: • Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.
−Removed: • State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services.
Risks Related to Our Capital Structure
−Removed: • Our access to capital and ability to successfully manage and raise capital in the future may be limited, which could prevent us from growing, adversely impact our liquidity and our existing credit agreement could restrict our business activities.
−Removed: • Our financial statements contain a statement regarding a substantial doubt about the Company’s ability to continue as a going concern.
+Added: • Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity.
• We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes in cash, to repurchase the 2026 Notes upon a fundamental change or to repay the 2026 Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current and future debt may contain limitations on our ability to pay cash upon conversions of the 2026 Notes or at their maturity or to repurchase the 2026 Notes.
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• The trading price of our Common Stock is highly volatile.
−Removed: • If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
−Removed: • We do not intend to pay dividends for the foreseeable future.
−Removed: • Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.
• The capped call transactions may affect the value of our 2026 Notes Common Stock.
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Further, we may not succeed in realizing the benefits of these efforts on our anticipated timeline or at all.
−Removed: In addition, as we implement our strategy, the macroeconomic environment, including but not limited to, certain adverse consequences of the COVID-19 pandemic that continue to impact the macroeconomic environment, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior may make it more difficult to effectively execute our strategy, including to quickly test, learn and scale initiatives relating to improving inventory selection or improving customer experience.
+Added: In addition, as we implement our strategy, the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior may make it more difficult to effectively execute our strategy, including to quickly test, learn and scale initiatives relating to improving inventory selection or improving customer experience.
Even if fully implemented, our strategy may not result in a return to growth or the other anticipated benefits to our business, financial condition and results of operations.
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In August 2022, we initiated a multi-phase cost savings plan designed to reduce our expense structure and align with our go-forward business and financial objectives.
−Removed: The cost savings plan included a restructuring plan, with the first phase of the plan approved by our Board of Directors on August 5, 2022 and the second phase approved by our Board of Directors on January 25, 2023.
+Added: The cost savings plan included a restructuring plan and each phase of the restructuring plan was approved by our Board as follows:
+Added: the first phase was approved in August 2022, the second phase was approved in January 2023 and the third phase was approved in July 2023.
The implementation of the restructuring plan, including the impact of workforce reductions and other non-payroll cost savings measures could be disruptive to our operations, make it difficult to attract or retain employees, result in higher than anticipated charges, and otherwise adversely affect our results of operations and financial condition.
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We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to:
−Removed: • respond to macroeconomic challenges, including but not limited to, certain adverse consequences of the COVID-19 pandemic that continue to impact the macroeconomic environment, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
+Added: • respond to macroeconomic challenges, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
• acquire new customers, retain existing customers, and increase customer purchase frequency;
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• continue to reduce costs and maintain cost discipline to benefit from our reduced cost structure;
−Removed: • performance of our Goods category following transition to a third party marketplace model;
+Added: • maintain the performance of our Goods category following transition to a third party marketplace model;
• successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments and divestitures;
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• our ability to maintain merchant and customer satisfaction such that our marketplace will continue to attract high quality merchants;
−Removed: • our ability to successfully respond to macroeconomic challenges, including but not limited to, certain adverse consequences of the COVID-19 pandemic that continue to impact the macroeconomic environment, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
−Removed: • political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, labor unrest, violence and outbreaks of war and pandemics or other disease outbreaks);
−Removed: • disruptions and instability in the international markets in which we operate, including Poland, as a result of the ongoing conflict in Ukraine;
+Added: • our ability to successfully respond to macroeconomic challenges, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
+Added: • political, economic and civil instability and uncertainty (including macroeconomic conditions impacting us, our customers, merchants, or our vendors, acts of terrorism, civil unrest, labor unrest, violence and outbreaks of war and pandemics or other disease outbreaks);
+Added: • disruptions and instability in the international markets in which we operate, including Poland, as a result of the ongoing conflict in Ukraine and the Middle East;
• currency exchange rate fluctuations;
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We are also focused on improving the merchant experience on our platform, including improving tools available to merchants to help grow their businesses.
−Removed: Further, COVID-19 negatively impacted many of our merchants, including through staffing shortages and supply chain issues, and in some cases we have not been, and may not be able to retain or re-acquire these merchants in the future.
+Added: Further, when the macroeconomic environment negatively impacts our merchants, including through staffing shortages and supply chain issues, we have not been, and may not be able to retain or re-acquire these merchants in the future.
In addition, our Goods category utilizes a third-party marketplace model, and we may not be able to maintain vendor relationships on favorable payment terms, margins or at all.
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If merchants or third party partners decide that utilizing our services no longer provides an effective means of attracting new customers or selling their offerings, they may stop working with us or negotiate to pay us lower margins or fees.
−Removed: In addition, current or future competitors may accept lower margins, or negative margins, to secure offers that attract attention and acquire new customers.
+Added: current or future competitors may accept lower margins, or negative margins, to secure offers that attract attention and acquire new customers.
We also may experience attrition in our merchants resulting from several factors, including losses to competitors and merchant closures or merchant bankruptcies.
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We must continue to retain and acquire customers who make purchases on our platform in order to increase profitability and grow our marketplace.
−Removed: COVID-19 negatively impacted our ability to attract and retain customers, and although we remain focused on re-engaging prior customers and acquiring new customers, our efforts may not be successful.
−Removed: Further, as our customer base evolves, the composition of our customers may change in a manner that makes it more difficult to generate revenue to offset the loss of prior and existing customers and the costs associated with acquiring and retaining customers and to maintain or increase our customers’ purchase frequency.
+Added: Although we remain focused on re-engaging prior customers and acquiring new customers, our efforts may not be successful.
+Added: We also expect to continue to invest significant resources to retain existing customers and acquire new customers.
+Added: There can be no assurance that new customers will stay with us or that the net revenues from any new customers we acquire will ultimately exceed the cost of acquiring those customers.
If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability.
In addition, changes to search engine algorithms or similar actions are not within our control and could adversely affect traffic to our websites and mobile applications.
−Removed: If we are unable to re-engage and acquire new
−Removed: customers in numbers sufficient to grow our business and offset the number of customers that have ceased to make purchases, or if new customers do not make purchases at expected levels, our revenue may decrease and our operating results may be adversely affected.
+Added: If we are unable to re-engage and acquire new customers in numbers sufficient to grow our business and offset the number of customers that have ceased to make purchases, or if new customers do not make purchases at expected levels, our revenue may decrease and our operating results may be adversely affected.
We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.
Competition in our industry may increase in future periods.
−Removed: We compete against e-commerce sites that attempt to replicate our business model, companies that offer other types of advertising and promotional services to local businesses and companies who address only specific verticals in the local experiences market.
+Added: We compete against e-commerce sites that attempt to replicate our business model by offering other types of advertising and promotional services to local businesses and companies who address only specific verticals in the local experiences market.
In addition to such competitors, we may experience increased competition from other large businesses who offer deals similar to ours as an add-on to their core business.
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We believe that our ability to compete successfully depends upon many factors both within and beyond our control, including the following:
−Removed: • the continued consequences of the macroeconomic environment, including but not limited to, certain adverse consequences of the COVID-19 pandemic that continue to impact the macroeconomic environment, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior;
+Added: • the continued consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior;
• the size, composition and retention of our customer and merchant bases;
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Some of our competitors have longer operating histories, greater financial, marketing and other resources and larger customer bases than we do.
−Removed: These factors may allow our competitors to benefit from their existing customer base with lower customer acquisition costs or to respond more quickly than we can to new or emerging
−Removed: technologies and changes in consumer habits.
+Added: These factors may allow our competitors to benefit from their existing customer base with lower customer acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in consumer habits.
Further, the macroeconomic environment may not have had, or in the future have, a comparable impact on these competitors' businesses.
−Removed: In addition, our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer and/or merchant bases or generate revenue from their customer bases more effectively than we do.
+Added: In addition, our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies than we do, which may allow them to build larger customer and/or merchant bases or generate revenue from their customer bases more effectively than we do.
Our competitors may offer deals that are similar to the deals we offer or that achieve greater market acceptance than the deals we offer.
−Removed: This could attract customers away from our websites and mobile applications, reduce our market share and adversely impact our gross profit.
+Added: This could divert customers away from our websites and mobile applications, reduce our market share and adversely impact our gross profit.
In addition, we are dependent on some of our existing or potential competitors for display advertisements and other marketing initiatives to acquire new customers.
1 unchanged sentence
Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.
−Removed: In the year ended December 31, 2022, over 80% of our global transactions were completed on mobile devices.
+Added: In the year ended December 31, 2023, approximately 80% of our global transactions were completed on mobile devices.
In order to continue to grow our mobile transactions and improve mobile conversion rates, it is critical that our applications are compatible with a range of mobile technologies, systems, networks and standards and that we provide a good, modern customer experience.
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In 2021 and 2022, we experienced significant leadership changes, including the appointment of a new Chief Executive Officer in December 2021, as well as appointing our Interim Chief Financial Officer and Interim Chief Accounting Officer into such roles permanently in November 2022 and May 2022, respectively.
−Removed: Additionally, in February 2023, our Chief Administrative Officer, General Counsel and Corporate Secretary resigned.
+Added: Additionally, in February 2023, our Chief Administrative Officer, General Counsel and Corporate Secretary resigned, in March 2023, we appointed a new Interim Chief Executive Officer, in April 2023 we appointed a new Chief Financial Officer and in May 2023 we appointed a new Interim Chief Accounting Officer who was then appointed as Chief Accounting Officer in November 2023.
Furthermore, we have experienced continued disruption in our business due to the announcement of our cost savings plan and significant turnover in our senior management team.
−Removed: Reductions in our workforce have led to employees filling certain key roles and we
−Removed: may experience additional changes in key roles in the future.
−Removed: Executive leadership and senior management transitions, reductions in workforce and significant employee turnover can be time consuming, difficult to manage, create instability, cause disruption to our business, impede our day-to-day operations and our ability to fully implement our business and growth strategy.
+Added: Reductions in our workforce have led to employees filling certain key roles and we may experience additional changes in key roles in the future.
+Added: Executive leadership and senior management transitions, reductions in workforce and significant employee turnover can be time consuming, difficult to manage, create instability, cause disruption to our business and the loss of institutional knowledge, and any of these issues could impede the execution of our day-to-day operations and our ability to fully implement our business and growth strategy.
These impacts also make it more difficult to attract and retain talent.
−Removed: In addition, such transitions, reductions in workforce and turnover cause the loss of institutional knowledge, which can negatively impact the execution of our day-to-day operations and the ability to carry out our business strategy.
In order to attract and retain key executives and employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation.
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In addition to the direct costs of any such losses, if the losses are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment.
−Removed: If we were unable to accept credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer.
+Added: If we were unable to accept credit cards for payment, we would
+Added: suffer substantial reductions in revenue, which would cause our business to suffer.
While we have taken measures to detect and reduce the risk of fraud, these measures need continual improvement and may not be effective against new and continually evolving forms of fraud and may not timely detect fraud.
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In the event our strategy is unsuccessful or our business and financial condition deteriorates significantly, these payment processors could increase holdback amounts or reserve requirements due to concerns with our financial condition, which could adversely affect our liquidity.
−Removed: Additionally, if any of our payment processors, who we rely on for processing of credit cards and debit cards, were to become unwilling or unable to provide these services to us, including by terminating its relationship with us, whether as a result of a failure by us to meet our contractual obligations or for other reasons, or if any of them were to refuse to renew or renegotiate its agreement
−Removed: with us on commercially acceptable terms, it could disrupt our business, which could adversely impact our financial condition and reputation.
+Added: Additionally, if any of our payment processors, who we rely on for processing of credit cards and debit cards, were to become unwilling or unable to provide these services to us, including by terminating a relationship with us, whether as a result of a failure by us to meet our contractual obligations or for other reasons, or if any of them were to refuse to renew or renegotiate its agreement with us on commercially acceptable terms, it could disrupt our business, which could adversely impact our financial condition and reputation.
We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.
1 unchanged sentence
If we fail to maintain PCI compliance or compliance with other related rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from customers or facilitate other types of online payments, and our business and operating results could be adversely affected.
−Removed: We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers.
+Added: We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, and privacy and information security and electronic fund transfers.
If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties.
−Removed: In addition, events affecting our third-party payment processors or our integration with them, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of our payment processors or our integration with them, or result in unauthorized access to customer information, could have a material adverse effect on our business.
−Removed: We have identified a material weakness in our internal control over financial reporting which could, if not remediated or if we identify additional material weaknesses or other adverse findings in the future, impair our ability to report accurate and timely financial information, adversely affect investor confidence and have a material and adverse effect on our financial condition and results of operations.
−Removed: Management evaluated an immaterial accounting error related to accrued merchant payables.
−Removed: Although the error did not affect payments to merchants, an incorrect calculation caused the accrued merchant payable balance to be understated by an immaterial amount, and there is a reasonable possibility our existing controls would not have detected the error in a timely manner if it were to be material.
−Removed: As a result of the accounting error, we identified a material weakness in our internal control over financial reporting.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: A material weakness exists due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.
−Removed: Management is committed to maintaining a strong internal control environment and believes its remediation efforts will represent an improvement to the control environment.
−Removed: Management anticipates that the new controls, as implemented and when tested for a sufficient period of time, will remediate the material weakness.
−Removed: We may not be successful in implementing these remediation measures or in developing other internal controls, which may impair our ability to report accurate and timely financial information.
−Removed: These remediation measures may be time consuming and costly and there is no assurance that the measures we have taken to date, or any measures we may take in the future, will remediate the material weakness identified or be sufficient to avoid potential future material weaknesses.
−Removed: Further, we will not be able to fully assess whether the steps we are taking will remediate the material weakness in our internal control over financial reporting until we have completed our implementation efforts and sufficient time passes in order to evaluate their effectiveness.
−Removed: In addition, until we remediate the material weakness, or if we identify additional material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated.
−Removed: In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.
−Removed: For further discussion of the material weakness, see Item 9A.
−Removed: Controls and Procedures.
+Added: In addition, events affecting our third-party payment processors or our integrations with them, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of our payment processors or our integrations with them, could result in unauthorized access to customer information and could have a material adverse effect on our business.
+Added: Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
+Added: The material weakness in our internal control over financial reporting identified as of December 31, 2022 is not yet fully remediated.
+Added: The material weakness is due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.
+Added: While management has made improvements to the control environment throughout 2023, additional control procedures are still being implemented.
+Added: If we fail to maintain effective internal controls, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC could be adversely affected.
+Added: This could cause our financial reporting to be unreliable and potentially result in a restatement of our financial statements, which in turn could lead to a loss of investor confidence and a decline in the trading price of our common stock, and could subject us to investigation or sanctions by the SEC.
+Added: Any such consequence or other negative effect could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Technology and Cybersecurity
We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace.
−Removed: The traffic to our websites and mobile applications, including from consumers responding to our emails and search engine optimization ("SEO"), has declined in recent years.
+Added: The traffic to our websites and mobile applications, including from consumers responding to our emails and SEO has declined in recent years.
As such, we must focus on diversifying our sources of traffic, including by developing sources of traffic in addition to email and SEO and optimizing the efficiency of our marketing spending.
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Such actions, and similar actions in the future, could adversely impact our email open rates, our ability to drive traffic to our marketplace and the effectiveness and efficiency of our email marketing, any of which could have a negative impact on our business and results of operations.
−Removed: We also rely heavily on Internet search engines to generate traffic to our websites, principally through search engine marketing ("SEM") and SEO.
+Added: We also rely heavily on Internet search engines to generate traffic to our websites, principally through SEM and SEO.
The number of consumers we attract from search engines to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages.
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We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand.
−Removed: In operating a global online business, we and our third-party service providers maintain significant proprietary information and maintain large amounts of personal data and confidential information about our employees, customers and merchants.
+Added: In operating a global online business, with operations in thirteen countries, we and our third-party service providers maintain significant proprietary information and maintain large amounts of personal data and confidential information about our employees, customers and merchants.
We and such service providers are at constant risk of cyber-attacks or cyber intrusions via the Internet, computer viruses, break-ins, malware, ransomware, phishing attacks, hacking, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources).
These types of incidents continue to be prevalent and pervasive across industries, including in our industry, and such attacks on our systems have occurred in the past and are expected to occur in the future.
−Removed: In addition, we expect the amount and sophistication of the perpetrators of these attacks to continue to expand, which could include nation-state actors.
−Removed: Further, we believe that we are a compelling target for such attacks as a result of the high profile of our brand and the amount and type of information we maintain relating to our customers and merchants.
−Removed: Any such incident could lead to interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information.
+Added: In addition, we expect the amount and sophistication of the perpetrators of these attacks to continue to expand, which could include state-sponsored actors.
+Added: Further, we believe that our websites and mobile applications are attractive targets for such attacks as a result of the high profile of our brand and the amount and type of information we maintain relating to our customers and merchants.
+Added: Any such attack could lead to interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information.
Further, third party service providers we utilize in our operations could be targeted by such cyber attacks, which could indirectly impact our business, by way of similar adverse consequences to a direct attack depending on the type of service.
−Removed: Any failure to prevent or mitigate cybersecurity breaches or other improper access to, or disclosure of, our data or confidential information, including non-public financial information, could result in the loss or misuse of such data or information, negatively impacting customers’, merchants’, employees’ and third-party business partners' confidence in the security of our services and potentially resulting in significant customer or merchant attrition, a decline in customer purchase frequency, litigation and/or regulatory investigations, and/or damage to our brand and reputation.
+Added: Any failure to prevent or mitigate cybersecurity breaches or other improper access to, or disclosure of, our data or confidential information, including non-public financial information, could result in:
+Added: the loss or misuse of such data or information;
+Added: significant reputational harm, including a negative impact on customers’, merchants’, employees’ and third-party business partners' confidence in the security of our services which could potentially result in significant customer or merchant attrition;
+Added: a decline in customer purchase frequency;
+Added: litigation and/or regulatory investigations;
+Added: and/or damage to our brand and reputation.
Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, our prominent size and scale, the large number of transactions that we process, our geographic footprint and international presence, the complexity of our systems, our number of employees, the jurisdictions in which we operate and the various and evolving laws and regulatory schemes governing data and data protection applicable to us, the extent to which our current systems, controls, processes and practices permit us to detect, log and monitor security events, our use of cloud based technologies and the outsourcing of some of our business operations.
2 unchanged sentences
We also may be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services) and integrate the systems, computers, software and data of acquired businesses and third-party business partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks.
−Removed: We maintain a cybersecurity risk management program that is overseen by our IT and Information Security teams.
+Added: As described in Item 1.C - Cybersecurity , we maintain a cybersecurity risk management program that is overseen by our IT and Information Security teams.
A member of our IT and Information Security teams regularly reports to the Audit Committee on the state of our cybersecurity program and provides updates on cybersecurity matters.
2 unchanged sentences
In addition, we regularly evaluate and assess our systems and the controls, processes and practices to protect those systems and also conduct penetration testing against our own systems.
−Removed: The evaluations, assessments and testing identify areas of potential weakness in, and suggested improvements to, the maturity of our systems, processes, and risk management framework as well as vulnerabilities in those systems, processes, and risk management
−Removed: framework that could be attacked and exploited to access and acquire proprietary and confidential information, including information about our customers and merchants.
−Removed: There are no assurances that our cybersecurity risk mitigation program or actions and investments to improve the maturity of our systems, processes and risk management framework or remediate vulnerabilities will be sufficient or completed quickly enough to prevent or limit the impact of any cyber intrusion or related attack.
−Removed: In addition, in the future we may be required to expend significant additional resources to modify or enhance our protective measures, controls and systems or to improve the maturity of our systems, processes and risk management framework, or investigate or remediate any information security vulnerabilities.
+Added: The evaluations, assessments and testing identify areas of potential weakness in, and suggested improvements to, the maturity of our systems, processes, and risk management framework as well as vulnerabilities in those systems, processes and risk management framework that could be attacked and exploited to access and acquire proprietary and confidential information, including information about our customers and merchants.
+Added: There are no assurances that our cybersecurity risk mitigation program or actions and investments to improve the maturity
+Added: of our systems, processes and risk management framework or remediate vulnerabilities will be sufficient or completed quickly enough to prevent or limit the impact of any cyber intrusion or related attack.
+Added: In addition, in the future we may be required to expend significant additional resources to rebuild our internal systems;
+Added: implement additional threat protection measures;
+Added: provide modifications or enhancements to our websites, mobile applications, protective measures, controls, systems, processes, and risk management framework;
+Added: or investigate or remediate any information security vulnerabilities.
These improvements, modifications and enhancements may take significant time to implement.
19 unchanged sentences
In early 2023, we completed the migration of our public-facing websites, internal applications and services, as well as our back-end business intelligence systems from being hosted at our data centers to a multi-cloud infrastructure.
−Removed: If we are not able to realize the anticipated benefits of our migration to this multi-cloud infrastructure, our business could be
−Removed: Further, there may be unforeseen issues as a result of these migrations that may cause disruptions to the availability of our products due to service outages, downtime or other similar issues that could harm our business.
+Added: If we are not able to realize the anticipated benefits of our migration to this multi-cloud infrastructure, our business could be harmed.
+Added: Further, there may be unforeseen issues as a result of these migrations that may cause disruptions to the
+Added: availability of our products due to service outages, downtime or other similar issues that could harm our business.
We also may be subject to additional risk of cybersecurity breaches or other improper access to our data or confidential information following our migration to cloud-based computing platforms.
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If we pay for an acquisition or a minority investment in cash, it would reduce our cash available for operations or cause us to incur debt, and if we pay with our stock, it could be dilutive to our stockholders.
−Removed: Additionally, we do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits.
−Removed: Our current investments include non-controlling equity interests in SumUp Holdings S.a.r.l., Monster Holdings LP and Nearby Pte Ltd, as well as other less significant investments.
−Removed: Currently there is no public market for the securities of any such entity, and we may not have rights with respect to transactions involving any such entity.
−Removed: Dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property.
+Added: In addition, dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property.
We may be unable to successfully complete potential strategic transactions or dispositions on a timely basis or at all, or we may not realize the anticipated benefits of any of our strategic transactions or dispositions (including any transactions involving minority investments) in the time frame expected or at all.
We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits.
−Removed: We currently hold non-controlling minority investments in entities, including SumUp Holdings S.a.r.l., Monster Holdings LP and Nearby Pte Ltd, and we may make additional strategic minority investments in the future.
−Removed: Such minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the investments.
+Added: We currently hold non-controlling minority investments in entities, including SumUp Holdings S.a.r.l.
+Added: ("SumUp"), Monster Holdings LP and Nearby Pte Ltd, and we may make additional strategic minority investments in the future.
+Added: Such minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the investments.We are dependent on such entities in order to realize the potential benefits of these investments.
+Added: Further, currently there is no public market for the securities of any such entity, and we may not have rights with respect to transactions involving any of these entities.
Other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve.
These circumstances could lead to delayed decisions or disputes and litigation with those other investors, all of which could have a material adverse impact on our reputation, business, financial condition and results of operations.
−Removed: If these entities seek additional financing, such financing or other transactions may result in further dilution of our ownership stakes and such transactions have and in the future may occur at lower valuations than the investment transactions through which we acquired such interests, which could significantly decrease the fair values
−Removed: of our investments in those entities.
+Added: If these entities seek additional financing, such financing or other transactions may result in further dilution of our ownership stakes, and such transactions have, and in the future may, occur at lower valuations than the investment transactions through which we acquired such interests, which could significantly decrease the fair values of our investments in those entities.
Alternatively, if any such financing or other transactions occur at higher valuations in the future, we may not be able to realize the potential benefits of such higher valuation.
−Removed: In addition, the lack of availability of financing on commercially reasonable terms or a decline in the business performance, financial condition and competitive environment of any of our minority investments could result in lower financial results or forecasted results, which also could significantly decrease the fair values of our investments in those entities.
+Added: In addition, the lack of availability of financing on commercially reasonable terms or a decline in the business performance, financial
+Added: condition and competitive environment of any of our minority investments could result in lower financial results or forecasted results, which also could significantly decrease the fair values of our investments in those entities.
Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearby Pte Ltd at fair value with changes in fair value reported in earnings.
−Removed: Our other equity method investments, including SumUp Holdings S.a.r.l, are accounted for at cost adjusted for observable price changes and impairments.
+Added: Our other equity method investments, including SumUp, are accounted for at cost adjusted for observable price changes and impairments.
The accounting for our investments has and may continue to cause fluctuations in our earnings from period to period, which could be significant.
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For additional information, see Item 8, Note 9, Commitments and Contingencies , to the Consolidated Financial Statements.
−Removed: The COVID-19 pandemic may also result in additional litigation including disputes with merchants, customers, vendors, and others over refunds, payments, and contract terms.
We may also be the target of tort or negligence claims relating to incidents, injuries or illnesses incurred by customers visiting merchants.
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The application of certain laws and regulations to vouchers is uncertain.
−Removed: Vouchers may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons, and, in certain instances, potentially subject to unclaimed and abandoned property laws.
+Added: Vouchers may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, state laws governing gift cards, stored value cards and coupons, and, in certain instances, potentially subject to unclaimed and abandoned property laws.
Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive regulates the business of electronic money institutions.
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In certain states and foreign jurisdictions, vouchers may be considered a gift card.
−Removed: Some of these states and foreign jurisdictions include gift cards under their unclaimed and abandoned property laws which require
−Removed: companies to remit to the government the full value or a portion of the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and record-keeping obligations.
+Added: Some of these states and foreign jurisdictions include gift cards under their unclaimed and abandoned property laws that require companies to remit to the government the full value or a portion of the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and
+Added: record-keeping obligations.
We do not remit any amounts relating to unredeemed vouchers based on our assessment of applicable laws.
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In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our gross profit as anticipated.
+Added: Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.
+Added: Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services.
+Added: For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value cards.
+Added: Examples of anti-money laundering requirements imposed on financial institutions include subscriber identification and verification programs, record retention policies and procedures and transaction reporting.
+Added: We do not believe that we are a financial institution subject to these laws and regulations based, in part, upon the characteristics of Groupon vouchers and our role with respect to the distribution of Groupon vouchers to customers.
+Added: For example, the Financial Crimes Enforcement Network ("FinCEN"), a division of the U.S.
+Added: Treasury Department tasked with implementing the requirements of the Bank Secrecy Act (the "BSA"), has adopted regulations expanding the scope of the BSA and requirements for parties involved in stored value or prepaid access cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards.
+Added: While we believe Groupon vouchers are not subject to these regulations, it is possible that FinCEN or a court of law could consider Groupon vouchers (or other Groupon products) a financial product and thus deem Groupon to be subject to such laws and obligations as a financial institution.
+Added: In the event that we become subject to the requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could adversely impact our operating results.
+Added: State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services.
+Added: Many states and certain foreign jurisdictions impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission.
+Added: We currently believe that we are not a money transmitter given our role and the product terms of Groupon vouchers or other Groupon products or services.
+Added: However, a successful challenge to our position or expansion of state or foreign laws could subject us to increased compliance costs and delay our ability to offer
+Added: Groupon vouchers or other products or services in certain jurisdictions pending receipt of any necessary licenses or registrations.
Failure to comply with existing, expanding or newly enacted U.S.
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The California Privacy Rights Act (the "CPRA"), which expands on and effectively replaces the California Consumer Privacy Act (the "CCPA") that became effective January 1, 2023, similarly regulates the collection and use of consumers' data, and includes additional protection for sensitive personal data.
−Removed: The Virginia Consumer Data Protection Act (the "CDPA") and the Colorado Privacy Act (the "CPA"), which will both go into effect in 2023 provide new data privacy rights to their respective residents.
+Added: The Virginia Consumer Data Protection Act (the "CDPA"), effective as of January 1, 2023, and the Colorado Privacy Act (the "CPA"), effective as of July 1, 2023, provide new data privacy rights to their respective residents.
Complying with the GDPR, CCPA, CPRA, CDPA, CPA and similar laws and regulations may cause us to incur substantial operational costs or require us to change our business practices.
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federal, state and international governmental authorities also continue to evaluate the privacy implications inherent in the use of web trackers, including the use of "cookies" for tracking and behavioral advertising.
−Removed: For example, member states in the European Union are working to align on a draft of the “ePrivacy Regulation,” which could be implemented in 2023, that would govern data privacy and the protection of personal data in electronic communications, in particular for direct marketing purposes.
+Added: For example, member states in the European Union are working to align on a draft of the “ePrivacy Regulation,” that would govern data privacy and the protection of personal data in electronic communications, in particular for direct marketing purposes.
The regulation of web trackers and other current online advertising practices could adversely affect our business.
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Our workers are classified as either employees or non-employees (including as independent contractors or agency workers), and if employees in the U.S., as either exempt from overtime or non-exempt (and therefore overtime eligible).
−Removed: United States, certain foreign regulatory authorities and private parties have recently asserted within several industries that some non-employee classified individuals should be classified as employees and that some exempt employees, including those in sales-related positions, should be classified as non-exempt based upon the applicable facts and circumstances and their interpretations of existing rules and regulations.
−Removed: If we are found to have misclassified employees including as independent contractors, agency workers or non-exempt employees as exempt, we could face penalties and have additional exposure under U.S.
+Added: The U.S., certain foreign regulatory authorities, and private parties have recently asserted within several industries that some non-employee classified individuals should be classified as employees and that some exempt employees, including those in sales-related positions, should be classified as non-exempt based upon the applicable facts and circumstances and their interpretations of existing rules and regulations.
+Added: If we are found to
+Added: have misclassified employees, including as independent contractors, agency workers or non-exempt employees as exempt, we could face penalties and have additional exposure under U.S.
federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as similar international laws, including for prior periods, as well as potential liability for employee overtime and benefits and tax withholdings.
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We may be, and in certain cases have been, sued for defamation, civil rights infringement, negligence, patent, copyright or trademark infringement, invasion of privacy, personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust reference pricing or other legal claims relating to information or content that is published or made available on our websites or service offerings we make available (including provision of an application programming interface platform for third parties to access our website, mobile device services and geolocation applications).
−Removed: This risk is enhanced in certain jurisdictions outside the United States, where our liability for such third-party actions may be less clear.
+Added: This risk is enhanced in certain jurisdictions outside the U.S., where our liability for such third-party actions may be less clear.
In addition, we could incur significant costs in investigating and defending such claims, even if we ultimately are not found liable.
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We are subject to risks associated with information disseminated through our websites and mobile applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to the offerings on our marketplaces.
−Removed: Such information, whether accurate or inaccurate, may result in our being sued by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected.
+Added: Such information, whether accurate or inaccurate, may result in us being sued by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected.
We may have exposure to greater than anticipated tax liabilities.
−Removed: We are subject to income taxes in the United States (federal, state, and local) and numerous foreign jurisdictions.
+Added: We are subject to income taxes in the U.S.
+Added: (federal, state, and local) and numerous foreign jurisdictions.
Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value and use our intellectual property and the scope of our international operations.
−Removed: The tax laws applicable to our domestic and international business activities, including the laws of the United States and other jurisdictions, are subject to interpretation.
−Removed: The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could potentially increase our worldwide effective tax rate and harm our financial position and results of operations.
+Added: The tax laws applicable to our domestic and international business activities, including the laws of the U.S.
+Added: and other jurisdictions, are subject to interpretation.
+Added: The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or our intercompany arrangements, which could potentially increase our worldwide effective tax rate and harm our financial position and results of operations.
In addition, there are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain.
−Removed: Our effective tax rates could be adversely affected by earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize the related tax benefits, changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions and investments, changes in our deferred tax assets and liabilities and their valuation and changes in the relevant tax, accounting and other laws, regulations, administrative practices, principles and interpretations, including fundamental changes to the tax laws applicable to corporate multinationals.
+Added: Our effective tax rates could be adversely affected by the following:
+Added: earnings being lower than anticipated in jurisdictions where we have lower statutory rates;
+Added: earnings being higher than anticipated in jurisdictions where we have higher statutory rates;
+Added: losses incurred in jurisdictions for which we are not able to realize the related tax benefits;
+Added: changes in foreign currency exchange rates;
+Added: entry into new businesses and geographies;
+Added: changes to our existing businesses;
+Added: acquisitions and investments;
+Added: changes in our deferred tax assets and liabilities and their valuation;
+Added: and changes in the relevant tax, accounting, and other laws, regulations and administrative practices, principles, and interpretations, including fundamental changes to the tax laws applicable to corporate multinationals.
In addition, we consider various factors that involve significant judgment by management, including projected future earnings, in determining whether we believe deferred tax assets will be realized and whether a valuation allowance should be recorded against such deferred tax assets.
Our conclusions in these matters could prove to be incorrect, resulting in a reduction to deferred tax assets and lower income.
−Removed: Further, developments in an audit, litigation or the relevant laws, regulations, administrative practices, principles and interpretations could have a material effect on our financial position, operating results and cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods.
+Added: Further, developments in an audit, litigation or the relevant laws, regulations, administrative practices, principles and
+Added: interpretations could have a material effect on our financial position, operating results and cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods.
We also are subject to regular review and audit by both U.S.
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For example, digital service taxes adopted by certain countries, or similar regulations, could adversely affect our financial results.
−Removed: New taxes or the
−Removed: enactment of new tax laws could also create significant increases in internal costs necessary to capture data, and collect and remit taxes.
+Added: New taxes or the enactment of new tax laws could also create significant increases in internal costs necessary to capture data and collect and remit taxes.
Any of these events could have an adverse effect on our business and results of operations.
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For these reasons, we might not be able to utilize our NOLs and other tax attributes, even if we maintain profitability.
−Removed: Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.
−Removed: Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services.
−Removed: For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value cards.
−Removed: Examples of anti-money laundering requirements imposed on financial institutions include subscriber identification and verification programs, record retention policies and procedures and transaction reporting.
−Removed: We do not believe that we are a financial institution subject to these laws and regulations based, in part, upon the characteristics of Groupon vouchers and our role with respect to the distribution of Groupon vouchers to customers.
−Removed: For example, the Financial Crimes Enforcement Network ("FinCEN"), a division of the U.S.
−Removed: Treasury Department tasked with implementing the requirements of the Bank Secrecy Act (the "BSA"), has adopted regulations expanding the scope of the BSA and requirements for parties involved in stored value or prepaid access cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards.
−Removed: While we believe Groupon vouchers are not subject to these regulations, it is possible that FinCEN or a court of law could consider Groupon vouchers (or other Groupon products) a financial product and thus deem Groupon to be subject to such laws and obligations as a financial institution.
−Removed: In the event that we become subject to the requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could adversely impact our operating results.
−Removed: State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services.
−Removed: Many states and certain foreign jurisdictions impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission.
−Removed: We currently believe that we are not a money transmitter given our role and the product terms of Groupon vouchers or other Groupon products or services.
−Removed: However, a successful challenge to our position or expansion of state or foreign laws could subject us to increased compliance costs and delay our ability to offer Groupon vouchers or other products or services in certain jurisdictions pending receipt of any necessary licenses or registrations.
Risks Related to Our Capital Structure
−Removed: Our access to capital and ability to successfully manage and raise capital in the future may be limited, which could prevent us from growing, adversely impact our liquidity and our existing credit agreement could restrict our business activities.
+Added: Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity .
We may need additional capital in the future and to seek additional financing or covenant relief.
Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business.
−Removed: We have outstanding $230.0 million in aggregate principal amount of 1.125% convertible senior notes (the "2026 Notes") due March 2026.
−Removed: In addition, we are party to a $75.0 million amended and restated credit
−Removed: agreement with JPMorgan Chase Bank, N.A., as administrative agent, dated as of May 14, 2019, as amended by the First Amendment to the Second Amended and Restated Credit Agreement, dated as of July 17, 2020 (the "First Amendment"), as further amended by the Second Amendment to the Second Amended and Restated Credit Agreement, dated as of March 22, 2021 (the "Second Amendment"), as further amended by the Third Amendment to the Second Amended and Restated Credit Agreement, dated as of September 28, 2022 (the "Third Amendment" and the revolving credit agreement, as amended the "Third Amendment Credit Agreement") and as further amended by the Fourth Amendment to the Second Amended and Restated Credit Agreement, dated as of March 13, 2023 (the "Fourth Amendment" and the revolving credit agreement, as amended the "Amended Credit Agreement"), which matures in May 2024.
−Removed: The Amended Credit Agreement contains financial and other covenants that may restrict our business activities or our ability to execute our strategic objectives.
−Removed: Due to the impact of COVID-19 on our business, we entered into the First Amendment and Second Amendment to provide, among other things, covenant relief through the fourth quarter of 2021.
−Removed: We voluntarily elected to early terminate this covenant relief period as of the third quarter of 2021 and became subject to the ordinary course covenants under the Amended Credit Agreement (beginning in the third quarter of 2021).
−Removed: On September 28, 2022, we entered into the Third Amendment and subsequently on March 13, 2023, we entered into the Fourth Amendment, in each case to modify certain financial covenants, amongst other changes and provide for additional flexibility in our operations.
−Removed: In the future, these covenants could restrict our ability to access the full capacity of our credit facility or require us to repay amounts borrowed.
−Removed: In addition, if we are not able to comply with these covenants, we may need to seek additional covenant relief or modifications in the future.
−Removed: Failure to comply with the covenants contained in our Amended Credit Agreement (if not waived or further amended) could give rise to an event of default and, if not cured, entitle the lenders to accelerate the indebtedness outstanding thereunder and terminate our ability to borrow in the future under the Amended Credit Agreement.
−Removed: Further, acceleration of indebtedness under the Amended Credit Agreement could result in an event of default under the indenture (the "Indenture") governing our 2026 Notes.
−Removed: Any termination of our ability to borrow or event of default under our Amended Credit Agreement would have a material adverse impact on our liquidity.
−Removed: Additionally, other general economic conditions and our future operating performance, could ultimately limit our access to funding under our Amended Credit Agreement and adversely affect our liquidity.
−Removed: Although we plan to continue to actively manage and optimize our cash balances and liquidity, working capital and operating expenses, there can be no assurances that we will be able to do so successfully.
−Removed: If we encounter unforeseen circumstances that place further constraints on our capital resources, including our access to funding under our Amended Credit Agreement, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, controlling overhead expenses and raising additional sources of capital, such as monetizing certain existing assets.
+Added: We have outstanding $230.0 million in aggregate principal amount of our 2026 Notes due March 2026.
+Added: Other general economic conditions and our future operating performance could ultimately limit our access to funding and adversely affect our liquidity.
+Added: Although we plan to continue to actively manage and optimize our cash
+Added: balances and liquidity, working capital and operating expenses, there can be no assurances that we will be able to do so successfully.
+Added: If we encounter unforeseen circumstances that place further constraints on our capital resources, including our access to funding, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, controlling overhead expenses and raising additional sources of capital, such as monetizing certain existing assets.
Furthermore, additional equity financing may dilute the interests of our Common Stockholders, and debt financing, if available, may involve restrictive covenants that could further restrict our business activities or our ability to execute our strategic objectives and could reduce our profitability.
−Removed: If we cannot access the full capacity of our credit facility or raise or borrow funds on acceptable terms or at all, it could adversely affect our liquidity, and we may not be able to grow our business or respond to competitive pressures.
−Removed: Our financial statements contain a statement regarding a substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Our Consolidated Financial Statements as of and for the year ended December 31, 2022 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.
−Removed: 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 and based on an evaluation of the conditions described in Item 7, Liquidity and Capital Resources, such conditions raise substantial doubt about our ability to continue as a going concern.
−Removed: In January 2023, our Board approved the second phase of the 2022 Restructuring Plan, which includes an overall reduction of approximately 500 positions globally.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: expense for the remainder of 2023.
−Removed: Management will also take steps to minimize the risk certain payment processors will require reserves or holdback receivables.
−Removed: Based on the actions we have taken and those we plan to take, we believe we have alleviated the substantial doubt previously described and have sufficient liquidity to meet our obligations as they become due over the next twelve months, however, there can be no assurance, that we will be successful in completing such actions and realizing the anticipated cost savings.
−Removed: We are also currently evaluating several different strategies to enhance our liquidity position.
−Removed: 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.
−Removed: The substantial doubt about our ability to continue as a going concern may affect the price of our common stock, may impact our relationship with third parties with whom we do business, including our customers, vendors, lenders and employees, may impact our ability to raise additional capital and may impact our ability to comply going forward with covenants in our debt agreements.
−Removed: The actions we have taken and plan to take in the future to reduce operating costs, including as part of our 2022 Restructuring Plan, may negatively affect our brand reputation, ability to attract and retain employees, and our reputation and performance may suffer as a result.
+Added: If we cannot access the full capacity of any existing credit facility or raise or borrow funds on acceptable terms or at all, it could adversely affect our liquidity, and we may not be able to grow our business or respond to competitive pressures.
We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes in cash, to repurchase the 2026 Notes upon a fundamental change or to repay the 2026 Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current and future debt may contain limitations on our ability to pay cash upon conversions of the 2026 Notes or at their maturity or to repurchase the 2026 Notes.
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Our failure to repurchase the 2026 Notes at a time when the repurchase is required by the Indenture governing the 2026 Notes or to pay cash upon conversions of the 2026 Notes or at their maturity as required by the Indenture would constitute a default under the Indenture.
−Removed: A default under the Indenture governing the 2026 Notes could also lead to a default under agreements governing our existing and future indebtedness, including our Amended Credit Agreement.
−Removed: Moreover, the occurrence of a fundamental change under the Indenture governing the 2026 Notes could constitute an event of default under our Amended Credit Agreement or any other such future agreement.
+Added: A default under the Indenture governing the 2026 Notes could also lead to a default under agreements governing our existing and future indebtedness.
+Added: Moreover, the occurrence of a fundamental change under the Indenture governing the 2026 Notes could constitute an event of default under any such future agreement.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the 2026 Notes or pay cash with respect to the 2026 Notes being converted or at maturity of the 2026 Notes.
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In the event the conditional conversion feature of the 2026 Notes is triggered, holders of the 2026 Notes will be entitled to convert their 2026 Notes at any time during specified periods at their option.
−Removed: If one or more holders
−Removed: elect to convert their 2026 Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity.
−Removed: In addition, even if holders of the 2026 Notes do not elect to convert their 2026 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
+Added: If one or more holders elect to convert their 2026 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election.
+Added: Unless we elect to satisfy our conversion obligation by delivering solely shares of our Common Stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity.
+Added: 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 at a price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
+Added: Even if holders of the 2026 Notes do not elect to convert their 2026 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Risks Related to Ownership of Our Common Stock
25 unchanged sentences
We do not have any control over these analysts, and in the past, we have had changes in analyst ratings that have affected our stock price.
−Removed: If one or more of the analysts who cover us should downgrade our shares or change their opinion of our shares, industry sector or products, our share price
−Removed: would likely decline.
+Added: If one or more of the analysts who cover us should downgrade our shares or change their opinion of our shares, industry sector or products, our share price would likely decline.
If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
5 unchanged sentences
These provisions include the following:
−Removed: • Our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors.
−Removed: • Special meetings of our stockholders may be called only by our Chairman of the Board of Directors, our Chief Executive Officer, our Board of Directors or holders of not less than the majority of our issued and outstanding common stock.
+Added: • Our Board has the right to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board .
+Added: • Special meetings of our stockholders may be called only by our Chairman of the Board, our Chief Executive Officer, our Board or holders of not less than the majority of our issued and outstanding Common Stock.
This limits the ability of minority stockholders to take certain actions without an annual meeting of stockholders.
−Removed: • Our stockholders may not act by written consent unless the action to be effected and the taking of such action by written consent is approved in advance by our Board of Directors.
+Added: • Our stockholders may not act by written consent unless the action to be effected and the taking of such action by written consent is approved in advance by our Board.
As a result, a holder, or holders, controlling a majority of our Common Stock would generally not be able to take certain actions without holding a stockholders' meeting.
1 unchanged sentence
This limits the ability of minority stockholders to elect director candidates.
−Removed: • Stockholders must provide timely notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at an annual meeting of stockholders.
+Added: • Stockholders must provide timely notice to nominate individuals for election to the Board or to propose matters that can be acted upon at an annual meeting of stockholders.
These provisions may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control of our company.
−Removed: • Our Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock.
−Removed: The ability to authorize undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
+Added: • Our Board may issue, without stockholder approval, shares of undesignated preferred stock.
+Added: The ability to authorize undesignated preferred stock makes it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
The capped call transactions may affect the value of our 2026 Notes and our Common Stock.
5 unchanged sentences
They are likely to do so on each exercise date for the capped call transactions, which are expected to occur during each 20 trading day period beginning on the 21 st scheduled trading day prior to the maturity date of the 2026 Notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the 2026 Notes.
−Removed: This activity could also cause or prevent an increase or decrease
−Removed: in the price of our common stock or the 2026 Notes, which could affect holders’ ability to convert the 2026 Notes, and, to the extent the activity occurs during any observation period related to a conversion of the 2026 Notes, it could affect the amount and value of the consideration that holders will receive upon conversion of the 2026 Notes.
−Removed: The potential effect, if any, of these transactions on the price of our common stock or the 2026 Notes will depend in part on market conditions and cannot be ascertained at this time.
+Added: This activity could also cause or prevent an increase or decrease in the price of our Common Stock or the 2026 Notes, which could affect holders’ ability to convert the 2026 Notes, and, to the extent the activity occurs during any observation period related to a conversion of the 2026 Notes, it could affect the amount and value of the consideration that holders will receive upon conversion of the 2026 Notes.
+Added: The potential effect, if any, of these transactions on the price of our Common Stock or the 2026 Notes will depend in
+Added: part on market conditions and cannot be ascertained at this time.
Any of these activities could adversely affect the value of our Common Stock.
1 unchanged sentence
The counterparties to the capped call transactions are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default, fail to perform or may exercise certain termination rights under the capped call transactions.
−Removed: Our exposure to the credit risk of the option counterparties will not be secured by any collateral.
+Added: Our exposure to the credit risk of the option counterparties is not secured by any collateral.
Global economic conditions have in the past resulted in the actual or perceived failure of financial difficulties of many financial institutions.
3 unchanged sentences
We can provide no assurances as to the financial stability or viability of the counterparties.
−Removed: UNRESOLVED STAFF COMMENTS
−Removed: As of December 31, 2022, we owned no property and leased 24 facilities throughout the world.
−Removed: Our corporate headquarters is located in Chicago, Illinois.
−Removed: We believe that our properties are in good condition and meet the needs of our business, and that suitable additional or alternative space will be available as needed to accommodate our business operations.
−Removed: LEGAL PROCEEDINGS
−Removed: For a description of our material pending legal proceedings, please see Item 8, Note 9, Commitments and Contingencies, to the Consolidated Financial Statements of this Annual Report on Form 10-K.
−Removed: MINE SAFETY DISCLOSURES
−Removed: Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.