GRPN Groupon Inc

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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 13, Segment Information.

Unaudited Interim Financial Information

We have prepared the accompanying Condensed Consolidated Financial Statements pursuant to the rules and regulations of the Securities Exchange Commission ("SEC") for interim financial reporting. These Condensed Consolidated Financial Statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss), Cash Flows and Stockholders' Equity (Deficit) for the periods presented. These Condensed Consolidated Financial Statements and notes should be read in conjunction with the audited Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate.

Going Concern

The accompanying Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. ASC 205-40 Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, 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 Condensed 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. Net cash used in operating activities was $132.5 million and $151.9 million for the nine months ended September 30, 2023 and 2022. Cash and cash equivalents were $86.1 million as of September 30, 2023. We entered into a fourth amendment to the revolving credit agreement in March 2023, which reduced our borrowing capacity and modified certain financial covenants as described in Note 5, Financing Arrangements. The fourth amendment to the revolving credit agreement matures on May 14, 2024. The maturing credit facility together with cash outflows and operating losses indicate that we may not be able to meet our obligations over the next twelve months. These conditions and events, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern.

We are currently executing plans intended to enhance our liquidity position. These plans include, but are not limited to, completing the fully backstopped rights offering described in Note 14, Subsequent Events and monetizing certain non-core assets. In October 2023, we sold a portion of our non-controlling interest in SumUp

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Holdings S.a.r.l. ("SumUp") for $8.8 million as described in Note 3, Investments. We continue to consider other options to improve our liquidity, such as pursuing additional financing from both the public and private markets and monetization of certain non-core assets, including the remainder of our investment in SumUp. In addition, we expect to pursue additional cost savings initiatives under our 2022 Cost Savings Plan (as defined in Note 9, Restructuring and Related Charges), such as, but not limited to, additional restructuring actions, renegotiating contractual arrangements with certain service providers and continuing to make elective decisions to eliminate vacant positions rather than rehire. Management will also take steps designed to minimize the risk certain payment processors will require reserves or holdback receivables. While management intends to improve our liquidity and our ability to meet our obligations through the plans described above, with the exception of the completed sale of a portion of our SumUp investment, those plans are subject to market or other conditions not within our control. Accordingly, we have concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates.

Reclassifications

Certain reclassifications have been made to the Condensed Consolidated Financial Statements of prior periods to conform to the current period presentation.

Adoption of New Accounting Standards

There were no new accounting standards adopted during the three and nine months ended September 30, 2023.

We performed an assessment in the first, second, and third quarters of 2023 and did not identify a triggering event that would have required us to test for impairment for such periods.

We determined the impact to our business from the new variant of COVID-19 during the first quarter of 2022 and a downward revision of our forecast during the second quarter of 2022 required us to evaluate our goodwill and long-lived assets for impairment. Additionally, during the third quarter of 2022, we determined the carrying amount of one of our right-of-use-assets related to our 2020 Restructuring Plan may not be fully recoverable due to collectability of sublease income. For the first quarter of 2022, our interim quantitative assessment did not identify any goodwill or long-lived asset impairment. For the second quarter of 2022, we recognized $35.4 million of goodwill impairment within our International reporting unit, representing a full impairment of goodwill for that reporting unit. For the second and third quarters of 2022, we recognized long-lived asset impairment related to certain asset groups within our North America and International segments, which included impairment related to our 2020 Restructuring Plan. See details in the tables below and Note 9, Restructuring and Related Charges, for more information.

In order to evaluate goodwill and long-lived assets for impairment in 2022, we compared the fair value of our two reporting units, North America and International, and our asset groups to their carrying values. In determining the fair values of our reporting units and asset groups, we used the discounted cash flow method under the income approach that uses Level 3 inputs.

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Goodwill

As of September 30, 2023 and December 31, 2022, the balance of our goodwill was $178.7 million. There was no goodwill activity during the nine months ended September 30, 2023. All goodwill is within our North America segment, which had a negative carrying value as of September 30, 2023.

Long-Lived Assets

The following table summarizes impairment charges presented within the following line items on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 (in thousands):

			Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
Long-lived asset impairment
North America			$	—					$	—
International			—						8,811
Total Long-lived asset impairment			—						8,811
Restructuring and related charges
North America			1,769						1,769
International			—						1,180
Total Restructuring and related charges			1,769						2,949
Total impairment			$	1,769					$	11,760

The following table summarizes long-lived asset impairment by asset type for the three and nine months ended September 30, 2022 (in thousands):

			Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
Property, equipment and software, net
Leasehold improvements			$	—					$	1,632
Computer hardware			—						1,323
Other property, equipment and software, net			—						416
Total Property, equipment and software, net			—						3,371
Right-of-use assets - operating leases, net			1,769						8,389
Total long-lived asset impairment			$	1,769					$	11,760

The following table summarizes intangible assets as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023																		December 31, 2022
			Gross Carrying Value						Accumulated Amortization						Net Carrying Value						Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Merchant relationships			$	18,061					$	16,554					$	1,507					$	17,912					$	14,327					$	3,585
Trade names			9,359						8,610						749						9,340						8,382						958
Patents			13,750						7,250						6,500						13,341						6,701						6,640
Other intangible assets			9,296						5,294						4,002						17,517						11,059						6,458
Total			$	50,466					$	37,708					$	12,758					$	58,110					$	40,469					$	17,641

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Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 10 years. Amortization expense related to intangible assets was $2.0 million and $2.1 million for the three months ended September 30, 2023 and 2022 and $6.2 million and $6.4 million for the nine months ended September 30, 2023 and 2022. As of September 30, 2023, estimated future amortization expense related to intangible assets is as follows (in thousands):

Remaining amounts in 2023			$	1,592
2024			4,334
2025			2,852
2026			1,988
2027			1,314
Thereafter			678
Total			$	12,758

As of September 30, 2023 and December 31, 2022, our carrying value in other equity investments, which relates to our non-controlling interest in SumUp, a privately-held mobile payments company, was $93.7 million and $119.5 million and our available-for-sale securities and fair value option investments had a carrying value of zero.

Other equity investments represent equity investments without readily determinable fair values recorded at cost adjusted for observable price changes and impairments. During the third quarter 2023, we recorded a remeasurement of our investment in SumUp, resulting in a decline of $25.8 million based on a preliminary Share Purchase Agreement (the "Purchase Agreement"). This remeasurement represents non-cash investing activity. The loss was driven by a share price reduction on a Euro basis as well as foreign currency depreciation of US dollars versus Euros. The loss on the remeasurement is classified within Other income (expense), net on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023. On October 6, 2023, we entered into the Purchase Agreement agreeing to sell approximately 9.4% of our shares in SumUp. Subsequently in October, the overall transaction was finalized and we received cash of $8.8 million in connection with the sale. As a result of the transaction, our non-controlling equity interest in SumUp decreased from 2.29% to 2.08%.

There were no changes in fair value of our available-for-sale securities and fair value option investments for the three and nine months ended September 30, 2023.

The following table summarizes our percentage ownership in our investments as of the dates noted below:

			September 30, 2023 and December 31, 2022
Other equity investments			1%			to			19%
Available-for-sale securities			1%			to			19%
Fair value option investments			10%			to			19%

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The following table summarizes Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023						December 31, 2022
Prepaid expenses			$	9,042					$	16,048
Income taxes receivable			8,517						6,691
Deferred cloud implementation cost, net			10,661						9,362
Restricted cash (1)			15,242						331
Other			4,927						8,669
Total prepaid expenses and other current assets			$	48,389					$	41,101

(1) Consists of cash collateral related to our letters of credit. See Note 5, Financing Arrangements for additional information.

The following table summarizes Other non-current assets as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023						December 31, 2022
Deferred contract acquisition costs, net			$	3,134					$	4,815
Deferred cloud implementation costs, net			8,330						17,684
Other			4,391						4,992
Total other non-current assets			$	15,855					$	27,491

The following table summarizes Accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023						December 31, 2022
Refund reserve			$	4,394					$	11,072
Compensation and benefits			10,210						15,005
Accrued marketing			5,687						19,596
Restructuring-related liabilities			1,973						4,782
Customer credits			25,246						36,220
Operating lease obligations			11,195						37,525
Other (1)			39,150						47,252
Total accrued expenses and other current liabilities			$	97,855					$	171,452

(1)Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of December 31, 2022. This balance was paid in January 2023.

The following table summarizes Other non-current liabilities as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023						December 31, 2022
Contingent income tax liabilities			$	11,387					$	11,213
Deferred income taxes			3,101						3,100
Other			2,081						4,273
Total other non-current liabilities			$	16,569					$	18,586

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The following table summarizes Other income (expense), net for the three and nine months ended September 30, 2023 and 2022 (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Interest income			$	1,002					$	2,626					$	9,749					$	5,399
Interest expense			(2,834)						(3,760)						(13,949)						(9,849)
Gain (loss) from changes in fair value of investment			(25,847)						—						(25,847)						—
Foreign currency gains (losses), net and other			(11,846)						(22,407)						(11,213)						(45,311)
Total other income (expense), net			$	(39,525)					$	(23,541)					$	(41,260)					$	(49,761)

Convertible Senior Notes due 2026

The convertible senior notes due 2026 (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, with an annual effective interest rate of 1.83%. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion.

The carrying amount of the 2026 Notes consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023						December 31, 2022
Principal amount			$	230,000					$	230,000
Less: debt discount			(3,919)						(5,077)
Net carrying amount of liability			$	226,081					$	224,923

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 September 30, 2023 and December 31, 2022 was $127.5 million and $133.1 million and was determined using a lattice model.

During the three and nine months ended September 30, 2023 and 2022, we recognized interest costs on the 2026 Notes as follows (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Contractual interest			$	647					$	646					$	1,941					$	1,940
Amortization of debt discount			388						380						1,158						1,137
Total			$	1,035					$	1,026					$	3,099					$	3,077

Capped Call Transactions

In connection with the 2026 Notes, we entered into privately-negotiated capped call transactions. 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.

Revolving Credit Agreement

In May 2019, we entered into a second amended and restated senior secured revolving credit agreement, which matures on May 14, 2024, as amended from time to time (the "Amended Credit Agreement"). Most recently, in March 2023, we entered into a fourth amendment to the revolving credit agreement (the "Fourth Amendment" and together with the Amended Credit Agreement the "Existing Credit Agreement") to modify certain financial covenants and provide for additional flexibility in our operations, among other changes, including certain modifications to (i) our requirements to maintain a monthly minimum liquidity balance (including any undrawn amounts under the revolving credit facility) of at least $50.0 million, (ii) the calculation of EBITDA under the Existing Credit Agreement, (iii) mandatory prepayment requirements and (iv) certain affirmative covenants. In addition, the Fourth Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $150.0 million to $75.0 million, which 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.

We deferred debt issuance costs of $4.6 million in aggregate in connection with the Existing Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the Condensed Consolidated Balance Sheets and are amortized to interest expense over the term of the respective agreement.

As of September 30, 2023, we were in compliance with the covenants under our Existing Credit Agreement. Non-compliance with the covenants under the Existing Credit Agreement may result in termination of the commitments thereunder and then any outstanding borrowings may be declared due and payable immediately. We have the right to terminate the Existing Credit Agreement or reduce the available commitments at any time.

Amounts committed to outstanding borrowings and letters of credit under our Existing Credit Agreement as of September 30, 2023 and our Amended Credit Agreement as of December 31, 2022 were as follows (in thousands):

			September 30, 2023						December 31, 2022
Borrowings			$	46,700					$	75,000
Letters of credit (1)			25,914						24,900

(1) Under the Existing Credit Agreement, cash collateral is required when letters of credit extend beyond the maturity date of May 14, 2024. This cash is treated as restricted cash on the Condensed Consolidated Balance Sheets. See Note 4, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information for additional information.

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Our contractual obligations and commitments and future sublease income under our contractually obligated operating subleases as of September 30, 2023 and through the date of this report, did not materially change from the amounts set forth in our 2022 Annual Report on Form 10-K.

We sublease a portion of 600 West Chicago to Uptake, Inc. ("Uptake"). In the first quarter of 2023, we initiated a lawsuit against Uptake in the Circuit Court of Cook County for breach of the lease agreement and that lawsuit remains pending.

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 June 13, 2023, Groupon was granted final approval of a settlement that resolved four shareholder derivative lawsuits in relation to a previously settled lawsuit that alleged 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. Under the settlement, Groupon agreed to undertake certain corporate reforms. The Court awarded attorneys' fees in the amount of $950,000 to Plaintiffs' counsel. That amount was covered under Groupon's insurance policies and was paid directly by Groupon's insurance carriers in July 2023.

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.

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We establish an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management's best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, Condensed Consolidated Financial Statements, results of operations or cash flows. Our accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Indemnifications

In connection with the disposition of our operations in Latin America in 2017, we recorded $5.4 million in indemnification liabilities for certain tax and other matters upon the closing of the transactions as an adjustment to the net loss on the dispositions within discontinued operations at their fair value. We estimated the indemnification liabilities using a probability-weighted expected cash flow approach. Our remaining indemnification liabilities were $2.8 million as of September 30, 2023. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of September 30, 2023 is approximately $11.7 million.

In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions, particularly in cases where we are entering into new businesses in connection with such acquisitions. We may also become more vulnerable to claims as we expand the range and scope of our services and are subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, we have entered into indemnification agreements with our officers, directors and underwriters, and our bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. 

Except as noted above, it is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that we have made under these agreements have not had a material impact on our operating results, financial position or cash flows.

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Groupon, Inc. Incentive Plan

In August 2011, we established the Groupon, Inc. 2011 Incentive Plan, as amended and restated (the "2011 Plan"), under which options, restricted stock units and performance stock units for up to 13,775,000 shares of common stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee of the Board of Directors. As of September 30, 2023, 2,728,411 shares of common stock were available for future issuance under the 2011 Plan.

Restricted Stock Units

The restricted stock units granted under the 2011 Plan ("Restricted Stock Units") 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 for employees and non-employees under the 2011 Plan for the nine months ended September 30, 2023:

			Restricted Stock Units						Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2022			2,876,089						$	19.33
Granted			601,314						5.26
Vested			(1,342,961)						19.32
Forfeited			(1,210,548)						15.79
Unvested at September 30, 2023			923,894						$	11.32

As of September 30, 2023, $6.1 million of unrecognized compensation costs related to unvested Restricted Stock Units are expected to be recognized over a remaining weighted-average period of 0.85 years.

Stock Options

On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $0.95, a strike price of $6.00 and vesting over two years. The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period.

The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table:

Dividend yield			0.0		%
Risk-free interest rate			4.1		%
Expected term (in years)			2
Expected volatility			78.2		%

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The table below summarizes stock option activity for the nine months ended September 30, 2023:

			Options						Weighted-Average Exercise Price						Weighted-Average Remaining Contractual Term (in years)						Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022			—						$	—					—						$	—
Granted			3,500,000						6.00						3.00						—
Exercised			(437,500)						6.00
Outstanding at September 30, 2023			2,625,000						6.00						2.5						24,465
Vested and exercisable at September 30, 2023			437,500						$	6.00					2.5						$	4,078

As of September 30, 2023, there was $2.5 million of total unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. That cost is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of shares vested during the nine months ended September 30, 2023 was $0.8 million.

Performance Shares 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 service through the 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 nine months ended September 30, 2023:

			Performance Share Units						Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2022			17,269						$	24.13
Granted			482,991						13.31
Vested			(17,269)						24.13
Forfeited			—						—
Unvested at September 30, 2023			482,991						$	13.31

As of September 30, 2023, $4.2 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 0.58 years.

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Refer to Note 13, Segment Information, for revenue summarized by reportable segment and category for the three and nine months ended September 30, 2023 and 2022.

Customer Credits

We issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds and, to a lesser extent, for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2023 (in thousands):

			Customer Credits
Balance as of December 31, 2022			$	36,220
Credits issued			62,685
Credits redeemed (1)			(65,944)
Breakage revenue recognized			(7,680)
Foreign currency translation			(35)
Balance as of September 30, 2023			$	25,246

(1)Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and 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 typically used within one year of issuance.

Costs of Obtaining Contracts

Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. Deferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the Condensed Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, deferred contract acquisition costs were $4.0 million and $5.9 million.

The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. We amortized $1.8 million and $2.7 million of deferred contract acquisition costs for the three months ended September 30, 2023 and 2022, and $6.2 million and $8.3 million for the nine months ended September 30, 2023 and 2022.

Allowance for Expected Credit Losses on Accounts Receivable

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. 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.

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The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2023 (in thousands):

			Allowance for Expected Credit Losses
Balance as of December 31, 2022			$	4,538
Change in provision			(853)
Write-offs			(631)
Foreign currency translation			15
Balance as of September 30, 2023			$	3,069

Variable Consideration for Unredeemed Vouchers

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 Condensed 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 2022 Restructuring Plan, including the first phase initiated August 2022, second phase initiated January 2023 and the third phase initiated July 2023 is expected to include an overall reduction of approximately 1,150 positions globally, with the majority of these reductions completed as of March 31, 2023 and the remainder expected to occur by the end of 2024. In connection with these actions, we expect to record total pre-tax charges of $23.6 million to $30.6 million. A majority of the pre-tax charges are expected to be paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We have incurred total pre-tax charges of $20.5 million since the inception of the 2022 Restructuring Plan.

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The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three and nine months ended September 30, 2023 and 2022 (in thousands):

						Three Months Ended September 30, 2023
						Employee Severance and Benefit Costs (Credits) (1)						Other Exit Costs						Total Restructuring Charges (Credits)
North America						$	690					$	—					$	690
International						652						—						652
Consolidated						$	1,342					$	—					$	1,342

(1)The employee severance and benefits costs for the three months ended September 30, 2023 are related to the termination of approximately 70 employees.

						Nine Months Ended September 30, 2023
						Employee Severance and Benefit Costs (Credits) (1)						Other Exit Costs						Total Restructuring Charges (Credits)
North America						$	5,256					$	1,037					$	6,293
International						4,543						—						4,543
Consolidated						$	9,799					$	1,037					$	10,836

(1)The employee severance and benefits costs for the nine months ended September 30, 2023 are related to the termination of approximately 440 employees.

						Three and Nine Months Ended September 30, 2022
						Employee Severance and Benefit Costs (Credits)						Other Exit Costs						Total Restructuring Charges (Credits)
North America						$	4,600					$	158					$	4,758
International						1,436						—						1,436
Consolidated						$	6,036					$	158					$	6,194

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, 2022			$	175					$	—					$	175
Charges payable in cash			9,799						1,037						10,836
Cash payments			(9,394)						(738)						(10,132)
Foreign currency translation			55						—						55
Balance as of September 30, 2023 (1)			$	635					$	299					$	934

(1)Substantially all of the remaining cash payments for costs related to the 2022 Restructuring Plan are expected to be disbursed by the end of 2024.

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 $108.9 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

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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.

The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three and nine months ended September 30, 2023 and 2022 (in thousands):

						Three Months Ended September 30, 2023
						Employee Severance and Benefit Costs (Credits)						Legal and Advisory Costs (Credits)						Lease-related Charges (Credits)						Total Restructuring Charges (Credits)
North America						$	44					$	5					$	660					$	709
International						(214)						(49)						440						177
Consolidated						$	(170)					$	(44)					$	1,100					$	886

						Three Months Ended September 30, 2022
						Employee Severance and Benefit Costs (Credits)						Legal and Advisory Costs (Credits)						Right-of-Use Asset Impairments and Lease-related Charges (Credits)						Total Restructuring Charges (Credits)
North America						$	—					$	(1)					$	(1,578)					$	(1,579)
International						121						28						148						297
Consolidated						$	121					$	27					$	(1,430)					$	(1,282)

						Nine Months Ended September 30, 2023
						Employee Severance and Benefit Costs (Credits)						Legal and Advisory Costs (Credits)						Lease-related Charges (Credits)						Total Restructuring Charges (Credits)
North America						$	44					$	7					$	1,204					$	1,255
International						(2,696)						(97)						1,035						(1,758)
Consolidated						$	(2,652)					$	(90)					$	2,239					$	(503)

						Nine Months Ended September 30, 2022
						Employee Severance and Benefit Costs (Credits)						Legal and Advisory Costs (Credits)						Right-of-Use Asset Impairments and Lease-related Charges (Credits)						Total Restructuring Charges (Credits)
North America						$	1					$	129					$	(404)					$	(274)
International						305						89						1,849						2,243
Consolidated						$	306					$	218					$	1,445					$	1,969

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. We recognized impairment related to those leases of $1.8 million and $2.9 million during the three and nine months ended September 30, 2022. See Note 2, Goodwill and Long-Lived Assets, for additional information. In addition, during the three and nine months ended September 30, 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. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago, now expiring 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. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, and other variable lease costs related to the leased facilities vacated as part of our restructuring plan are presented within Restructuring and related charges in the

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Condensed 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 Condensed Consolidated Balance Sheets.

The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands):

			Employee Severance and Benefit Costs						Other Exit Costs						Total
Balance as of December 31, 2022			$	4,306					$	301					$	4,607
Charges payable in cash and changes in estimate (1)			(2,652)						(90)						(2,742)
Cash payments			(727)						(113)						(840)
Foreign currency translation			12						2						14
Balance as of September 30, 2023 (2)			$	939					$	100					$	1,039

(1)The credit recorded during the three and nine months ended September 30, 2023 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period.

(2)Substantially all of the remaining cash payments for the 2020 Restructuring Plan costs are expected to be disbursed by the end of 2023.

Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items.

Provision (benefit) for income taxes and Income (loss) from operations before provision (benefit) for income taxes for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Provision (benefit) for income taxes			$	817					$	(4,328)					$	4,258					$	(4,605)
Income (loss) before provision (benefit) for income taxes			$	(39,989)					$	(59,871)					$	(77,165)					$	(184,750)

Our U.S. Federal income tax rate is 21%. The primary factor impacting the effective tax rate for the three and nine months ended September 30, 2023 and 2022 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. For the three and nine months ended September 30, 2022, we were also impacted by the reduction to our estimated annual tax rate due to an increase in expected annual losses. As of September 30, 2022, we had a valuation allowance in the U.S. against capital losses, deferred tax assets that will convert into capital losses upon reversal, and state credits that we were not expecting to be able to realize. We recorded a valuation allowance against the remaining U.S. federal and state deferred tax assets in Q4 2022. For the three and nine months ended September 30, 2023, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets. We expect that our consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses.

We are currently undergoing income tax audits in multiple jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $115.7 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. There could be potential increases in our liabilities for uncertain tax positions from the ultimate resolution of that assessment. We believe it is reasonably possible that reductions of up to $7.5 million in unrecognized tax benefits may occur within the 12 months following September 30, 2023 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. 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 September 30, 2023 and December 31, 2022 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation.

Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability.

In determining fair value, we use valuation approaches within the fair value measurement framework. 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.

There was no material activity in the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2023 and 2022.

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 a non-cash remeasurement of our investment in SumUp of $25.8 million during the three and nine months ended September 30, 2023. See Note 3, Investments, for additional information.

We recognized $35.4 million in non-cash impairment charges related to goodwill for the nine months ended September 30, 2022. We also recognized $1.8 million and $11.8 million in non-cash impairment charges related to long-lived assets for the three and nine months ended September 30, 2022, of which $1.8 million and $2.9 million was included in Restructuring and related charges on our Condensed Consolidated Statements of Operations. See Note 2, Goodwill and Long-Lived Assets and Note 9, Restructuring and Related Charges, for additional information.

We did not record any other significant nonrecurring fair value measurements for the three and nine months ended September 30, 2023 and 2022.

Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value

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dilutive securities include stock options, restricted stock units, performance share units, ESPP shares, capped call transactions and convertible senior notes. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method.

The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and nine months ended September 30, 2023 and 2022 (in thousands, except share amounts and per share amounts):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Basic and diluted net income (loss) per share:
Numerator
Net income (loss)			$	(40,806)					$	(55,543)					$	(81,423)					$	(180,145)
Less: Net income (loss) attributable to noncontrolling interests			552						680						1,689						2,157
Net income (loss) attributable to common stockholders			(41,358)						(56,223)						(83,112)						(182,302)
Denominator
Weighted-average common shares outstanding			31,500,489						30,307,734						31,039,668						30,070,598
Basic and diluted net income (loss) per share:			$	(1.31)					$	(1.86)					$	(2.68)					$	(6.06)

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:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
Restricted stock units			1,108,379						2,223,826						1,695,383						2,448,348
Stock options			3,309,783						—						2,282,890						—
Other stock-based compensation awards(1)			7,923						94,690						35,078						102,406
Convertible Senior notes due 2026 (2)			3,376,400						3,376,400						3,376,400						3,376,400
Capped call transactions			3,376,400						3,376,400						3,376,400						3,376,400
Total			11,178,885						9,071,316						10,766,151						9,303,554

(1)We had outstanding performance share units as of September 30, 2023 and 2022 that were eligible to vest into shares of common stock subject to the achievement of specified performance or market conditions. Contingently-issuable shares are excluded from the computation of diluted income (loss) per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. As of September 30, 2023, there were up to 724,487 shares of common stock issuable upon vesting of outstanding Performance Share Units that were excluded from the table above as the performance conditions were not satisfied as of the end of the period.

(2)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 5, Financing Arrangements, for additional information.

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The segment information reported in the tables below reflects the operating results that are regularly reviewed by our chief operating decision maker to assess performance and make resource allocation decisions. Our operations are organized into two segments: North America and International. Our measure of segment profitability is contribution profit, defined as gross profit less marketing expense, which is consistent with how management reviews the operating results of the segments. Contribution profit measures the amount of marketing investment needed to generate gross profit. Other operating expenses are excluded from contribution profit as management does not review those expenses by segment.

The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2023 and 2022 (in thousands):    

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
North America revenue:
Local			$	88,558					$	97,843					$	255,412					$	296,233
Goods			3,801						5,978						13,646						20,476
Travel			2,577						4,065						10,971						13,465
Total North America revenue (1)			94,936						107,886						280,029						330,174
International revenue:
Local			26,900						30,089						79,539						95,350
Goods			3,054						4,459						11,029						16,986
Travel			1,584						1,956						6,597						8,416
Total International revenue (1)			$	31,538					$	36,504					$	97,165					$	120,752

(1)North America includes revenue from the United States of $93.9 million and $105.0 million for the three months ended September 30, 2023 and 2022 and $276.0 million and $323.9 million for the nine months ended September 30, 2023 and 2022. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2023 and 2022. 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 three and nine months ended September 30, 2023 and 2022 (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
North America cost of revenue:
Local			$	10,970					$	13,388					$	33,369					$	40,428
Goods			678						1,142						2,420						3,849
Travel			814						1,008						2,731						3,399
Total North America cost of revenue			12,462						15,538						38,520						47,676
International cost of revenue:
Local			2,533						2,674						7,571						7,946
Goods			563						125						1,883						521
Travel			238						331						866						1,088
Total International cost of revenue			$	3,334					$	3,130					$	10,320					$	9,555

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The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2023 and 2022 (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
North America
Revenue			$	94,936					$	107,886					$	280,029					$	330,174
Cost of revenue			12,462						15,538						38,520						47,676
Marketing			18,990						26,376						48,740						73,996
Contribution profit			63,484						65,972						192,769						208,502
International
Revenue			31,538						36,504						97,165						120,752
Cost of revenue			3,334						3,130						10,320						9,555
Marketing			9,908						11,521						27,273						32,689
Contribution profit			18,296						21,853						59,572						78,508
Consolidated
Revenue			126,474						144,390						377,194						450,926
Cost of revenue			15,796						18,668						48,840						57,231
Marketing			28,898						37,897						76,013						106,685
Contribution profit			81,780						87,825						252,341						287,010
Selling, general and administrative			80,016						119,243						277,913						369,601
Goodwill impairment			—						—						—						35,424
Long-lived asset impairment			—						—						—						8,811
Restructuring and related charges			2,228						4,912						10,333						8,163
Income (loss) from operations			$	(464)					$	(36,330)					$	(35,905)					$	(134,989)

The following table summarizes total assets by reportable segment as of September 30, 2023 and December 31, 2022 (in thousands):

			September 30, 2023						December 31, 2022
Total assets:
North America (1)			$	438,688					$	669,336
International (1)			85,174						123,781
Consolidated total assets			$	523,862					$	793,117

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Rights Offering

On November 7, 2023, the Board approved an $80.0 million fully backstopped rights offering (the “Rights Offering”) to our stockholders of record of our common stock, as of the close of business on November 20, 2023. To be able to execute the Rights Offering, the Existing Credit Agreement was amended. On November 7, 2023, the Company entered into an amendment to its Existing Credit Agreement to provide for additional flexibility with regards to the Rights Offering. Specifically, the Company entered into a Fifth Amendment (the “Amendment”) to the Existing Credit Agreement. The Amendment effects certain modifications to the definition of the term “Change in Control” contained in the Existing Credit Agreement and adds the term “Disqualified Equity Interest” to the Existing Credit Agreement, among other changes. In addition, the Amendment modifies the restricted payment covenant to permit the Company to declare and pay dividends with respect to its Equity Interests (other than Disqualified Equity Interests) payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests).

The Rights Offering will be made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The Rights Offering is expected to expire at 5:00 p.m., New York City time, on January 17, 2024 (such date, as amended or modified, the "Expiration Date"), though we reserve the right to extend, amend or terminate the planned Rights Offering, subject to certain conditions, at any time. We expect to receive gross proceeds of $80.0 million before expenses related to the Rights Offering.

The Rights Offering is fully backstopped by Pale Fire Capital SICAV a.s. (the “Backstop Party”), an entity affiliated with (i) Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party has a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date of the Rights Offering and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering.

SumUp Sale

On November 9, 2023, the Company entered into a Share Purchase Agreement pursuant to which it has agreed to sell shares representing approximately 11.7% of its approximate 2.08% interest in SumUp to other investors in SumUp for an aggregate cash purchase price of €9.4 million (the “Purchase Agreement”) which, will be worth approximately $10 million as of the date of this filing. The Purchase Agreement was entered into in connection with a transaction in which several other investors in SumUp also agreed to sell shares on the same economic terms as the Company and at the same price as agreed to on October 6, 2023.

The Company expects the transaction to be completed on or before November 27, 2023. There can be no assurances as to whether or when the sale will be consummated.

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v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	1-35335
Entity Registrant Name	Groupon, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-0903295
Entity Address, Address Line One	600 W Chicago Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	(312)
Local Phone Number	334-1579
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	GRPN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		31,853,378
Entity Central Index Key	0001490281
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 86,085	$ 281,279
Accounts receivable, net	34,886	44,971
Prepaid expenses and other current assets	48,389	41,101
Total current assets	169,360	367,351
Property, equipment and software, net	36,614	56,731
Right-of-use assets - operating leases, net	3,467	12,127
Goodwill	178,685	178,685
Intangible assets, net	12,758	17,641
Investments	93,694	119,541
Deferred income taxes	13,429	13,550
Other non-current assets	15,855	27,491
Total assets	523,862	793,117
Current liabilities:
Short-term borrowings	46,700	75,000
Accounts payable	10,475	59,568
Accrued merchant and supplier payables	172,390	225,420
Accrued expenses and other current liabilities	97,855	171,452
Total current liabilities	327,420	531,440
Convertible senior notes, net	226,081	224,923
Operating lease obligations	3,061	9,310
Other non-current liabilities	16,569	18,586
Total liabilities	573,131	784,259
Commitments and contingencies (see Note 6)
Stockholders' equity (deficit)
Common stock, par value $0.0001 per share, 100,500,000 shares authorized; 42,132,235 shares issued and 31,838,118 shares outstanding at September 30, 2023; 40,786,996 shares issued and 30,492,879 shares outstanding at December 31, 2022	4	4
Additional paid-in capital	2,336,830	2,322,672
Treasury stock, at cost, 10,294,117 shares at September 30, 2023 and December 31, 2022	(922,666)	(922,666)
Accumulated deficit	(1,477,589)	(1,394,477)
Accumulated other comprehensive income (loss)	13,980	2,942
Total Groupon, Inc. stockholders' equity (deficit)	(49,441)	8,475
Noncontrolling interests	172	383
Total equity (deficit)	(49,269)	8,858
Total liabilities and equity (deficit)	$ 523,862	$ 793,117

v3.23.3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,500,000	100,500,000
Common stock, shares issued (in shares)	42,132,235	40,786,996
Common stock, shares outstanding (in shares)	31,838,118	30,492,879
Treasury stock (in shares)	10,294,117	10,294,117

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 126,474	$ 144,390	$ 377,194	$ 450,926
Cost of revenue	15,796	18,668	48,840	57,231
Gross profit	110,678	125,722	328,354	393,695
Operating expenses:
Marketing	28,898	37,897	76,013	106,685
Selling, general and administrative	80,016	119,243	277,913	369,601
Goodwill impairment	0	0	0	35,424
Long-lived asset impairment	0	0	0	8,811
Restructuring and related charges	2,228	4,912	10,333	8,163
Total operating expenses	111,142	162,052	364,259	528,684
Income (loss) from operations	(464)	(36,330)	(35,905)	(134,989)
Other income (expense), net	(39,525)	(23,541)	(41,260)	(49,761)
Income (loss) before provision (benefit) for income taxes	(39,989)	(59,871)	(77,165)	(184,750)
Provision (benefit) for income taxes	817	(4,328)	4,258	(4,605)
Net income (loss)	(40,806)	(55,543)	(81,423)	(180,145)
Net (income) loss attributable to noncontrolling interests	(552)	(680)	(1,689)	(2,157)
Net income (loss) attributable to Groupon, Inc.	$ (41,358)	$ (56,223)	$ (83,112)	$ (182,302)
Earnings Per Share [Abstract]
Basic net income (loss) per share (in usd per share)	$ (1.31)	$ (1.86)	$ (2.68)	$ (6.06)
Diluted net income (loss) per share (in usd per share)	$ (1.31)	$ (1.86)	$ (2.68)	$ (6.06)
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Basic weighted average number of shares outstanding (in shares)	31,500,489	30,307,734	31,039,668	30,070,598
Diluted weighted average number of shares outstanding (in shares)	31,500,489	30,307,734	31,039,668	30,070,598
Comprehensive income (loss):
Net income (loss)	$ (40,806)	$ (55,543)	$ (81,423)	$ (180,145)
Other comprehensive income (loss):
Net change in unrealized gain (loss) on foreign currency translation adjustments	11,141	22,283	11,038	46,470
Comprehensive income (loss)	(29,665)	(33,260)	(70,385)	(133,675)
Comprehensive (income) loss attributable to noncontrolling interest	(552)	(680)	(1,689)	(2,157)
Comprehensive income (loss) attributable to Groupon, Inc.	$ (30,217)	$ (33,940)	$ (72,074)	$ (135,832)

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Total Groupon, Inc. Stockholders' Equity (Deficit)	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interests
Beginning balance (in shares) at Dec. 31, 2021			40,007,255
Beginning balance (in shares) at Dec. 31, 2021					(10,294,117)
Beginning balance at Dec. 31, 2021	$ 210,296	$ 209,872	$ 4	$ 2,294,215	$ (922,666)	$ (1,156,868)	$ (4,813)	$ 424
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(30,983)	(31,483)				(34,852)	3,369	500
Vesting of restricted stock units and performance share units (in shares)			308,152
Shares issued under employee stock purchase plan (in shares)			30,022
Shares issued under employee stock purchase plan	591	591		591
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)			(118,589)
Tax withholdings related to net share settlements of stock-based compensation awards	(2,597)	(2,597)		(2,597)
Stock-based compensation on equity-classified awards	8,349	8,349		8,349
Distributions to noncontrolling interest holders	(814)							(814)
Ending balance (in shares) at Mar. 31, 2022			40,226,840
Ending balance (in shares) at Mar. 31, 2022					(10,294,117)
Ending balance at Mar. 31, 2022	184,842	184,732	$ 4	2,300,558	$ (922,666)	(1,191,720)	(1,444)	110
Beginning balance (in shares) at Dec. 31, 2021			40,007,255
Beginning balance (in shares) at Dec. 31, 2021					(10,294,117)
Beginning balance at Dec. 31, 2021	210,296	209,872	$ 4	2,294,215	$ (922,666)	(1,156,868)	(4,813)	424
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(133,675)
Ending balance (in shares) at Sep. 30, 2022			40,693,600
Ending balance (in shares) at Sep. 30, 2022					(10,294,117)
Ending balance at Sep. 30, 2022	97,114	96,828	$ 4	2,317,003	$ (922,666)	(1,339,170)	41,657	286
Beginning balance (in shares) at Mar. 31, 2022			40,226,840
Beginning balance (in shares) at Mar. 31, 2022					(10,294,117)
Beginning balance at Mar. 31, 2022	184,842	184,732	$ 4	2,300,558	$ (922,666)	(1,191,720)	(1,444)	110
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(69,432)	(70,409)				(91,227)	20,818	977
Vesting of restricted stock units and performance share units (in shares)			407,426
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)			(151,368)
Tax withholdings related to net share settlements of stock-based compensation awards	(2,166)	(2,166)		(2,166)
Stock-based compensation on equity-classified awards	9,784	9,784		9,784
Distributions to noncontrolling interest holders	(943)							(943)
Ending balance (in shares) at Jun. 30, 2022			40,482,898
Ending balance (in shares) at Jun. 30, 2022					(10,294,117)
Ending balance at Jun. 30, 2022	122,085	121,941	$ 4	2,308,176	$ (922,666)	(1,282,947)	19,374	144
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(33,260)	(33,940)				(56,223)	22,283	680
Vesting of restricted stock units and performance share units (in shares)			230,186
Shares issued under employee stock purchase plan (in shares)			53,529
Shares issued under employee stock purchase plan	514	514		514
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)			(73,013)
Tax withholdings related to net share settlements of stock-based compensation awards	(830)	(830)		(830)
Stock-based compensation on equity-classified awards	9,143	9,143		9,143
Distributions to noncontrolling interest holders	(538)							(538)
Ending balance (in shares) at Sep. 30, 2022			40,693,600
Ending balance (in shares) at Sep. 30, 2022					(10,294,117)
Ending balance at Sep. 30, 2022	$ 97,114	96,828	$ 4	2,317,003	$ (922,666)	(1,339,170)	41,657	286
Beginning balance (in shares) at Dec. 31, 2022	30,492,879		40,786,996
Beginning balance (in shares) at Dec. 31, 2022	(10,294,117)				(10,294,117)
Beginning balance at Dec. 31, 2022	$ 8,858	8,475	$ 4	2,322,672	$ (922,666)	(1,394,477)	2,942	383
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(34,461)	(34,995)				(29,147)	(5,848)	534
Vesting of restricted stock units and performance share units (in shares)			420,471
Shares issued under employee stock purchase plan (in shares)			33,803
Shares issued under employee stock purchase plan	246	246		246
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)			(140,819)
Tax withholdings related to net share settlements of stock-based compensation awards	(1,031)	(1,031)		(1,031)
Stock-based compensation on equity-classified awards	2,547	2,547		2,547
Distributions to noncontrolling interest holders	(637)							(637)
Ending balance (in shares) at Mar. 31, 2023			41,100,451
Ending balance (in shares) at Mar. 31, 2023					(10,294,117)
Ending balance at Mar. 31, 2023	$ (24,478)	(24,758)	$ 4	2,324,434	$ (922,666)	(1,423,624)	(2,906)	280
Beginning balance (in shares) at Dec. 31, 2022	30,492,879		40,786,996
Beginning balance (in shares) at Dec. 31, 2022	(10,294,117)				(10,294,117)
Beginning balance at Dec. 31, 2022	$ 8,858	8,475	$ 4	2,322,672	$ (922,666)	(1,394,477)	2,942	383
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	$ (70,385)
Exercise of stock options (in share)	437,500
Ending balance (in shares) at Sep. 30, 2023	31,838,118		42,132,235
Ending balance (in shares) at Sep. 30, 2023	(10,294,117)				(10,294,117)
Ending balance at Sep. 30, 2023	$ (49,269)	(49,441)	$ 4	2,336,830	$ (922,666)	(1,477,589)	13,980	172
Beginning balance (in shares) at Mar. 31, 2023			41,100,451
Beginning balance (in shares) at Mar. 31, 2023					(10,294,117)
Beginning balance at Mar. 31, 2023	(24,478)	(24,758)	$ 4	2,324,434	$ (922,666)	(1,423,624)	(2,906)	280
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(6,259)	(6,862)				(12,607)	5,745	603
Vesting of restricted stock units and performance share units (in shares)			689,050
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)			(268,367)
Tax withholdings related to net share settlements of stock-based compensation awards	(1,207)	(1,207)		(1,207)
Stock-based compensation on equity-classified awards	7,809	7,809		7,809
Distributions to noncontrolling interest holders	(692)							(692)
Ending balance (in shares) at Jun. 30, 2023			41,521,134
Ending balance (in shares) at Jun. 30, 2023					(10,294,117)
Ending balance at Jun. 30, 2023	(24,827)	(25,018)	$ 4	2,331,036	$ (922,666)	(1,436,231)	2,839	191
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss)	(29,665)	(30,217)				(41,358)	11,141	552
Exercise of stock options (in share)			437,500
Exercise of stock options	2,625	2,625		2,625
Vesting of restricted stock units and performance share units (in shares)			250,709
Shares issued under employee stock purchase plan (in shares)			12,076
Shares issued under employee stock purchase plan	61	61		61
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)			(89,184)
Tax withholdings related to net share settlements of stock-based compensation awards	(980)	(980)		(980)
Stock-based compensation on equity-classified awards	4,088	4,088		4,088
Distributions to noncontrolling interest holders	$ (571)							(571)
Ending balance (in shares) at Sep. 30, 2023	31,838,118		42,132,235
Ending balance (in shares) at Sep. 30, 2023	(10,294,117)				(10,294,117)
Ending balance at Sep. 30, 2023	$ (49,269)	$ (49,441)	$ 4	$ 2,336,830	$ (922,666)	$ (1,477,589)	$ 13,980	$ 172

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net income (loss)		$ (81,423)	$ (180,145)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and software		34,110	42,172
Amortization of acquired intangible assets		6,206	6,397
Impairment of Goodwill		0	35,424
Impairment of long-lived assets		0	8,811
Restructuring-related impairment		0	2,949
Stock-based compensation		13,771	24,194
(Gain) loss from changes in fair value of investment		25,751	0
(Gain) loss on early lease termination		0	(4,471)
Foreign currency (gains) losses, net		9,528	39,879
Change in assets and liabilities:
Accounts receivable		10,225	(9,321)
Prepaid expenses and other current assets		14,357	(4,086)
Right-of-use assets - operating leases		7,985	22,896
Accounts payable		(49,082)	13,222
Accrued merchant and supplier payables		(52,497)	(80,436)
Accrued expenses and other current liabilities		(44,716)	(40,331)
Operating lease obligations		(22,011)	(32,200)
Payment for early lease termination		(9,724)	0
Other, net		5,035	3,196
Net cash provided by (used in) operating activities		(132,485)	(151,850)
Investing activities
Purchases of property and equipment and capitalized software		(15,917)	(30,495)
Proceeds from sale of assets		1,475	0
Acquisitions of intangible assets and other investing activities		(2,523)	(2,077)
Net cash provided by (used in) investing activities		(16,965)	(32,572)
Financing activities
Proceeds from borrowings under revolving credit agreement		0	50,000
Payments of borrowings under revolving credit agreement		(28,300)	(40,000)
Taxes paid related to net share settlements of stock-based compensation awards		(3,126)	(5,601)
Proceeds from stock option exercises and employee stock purchase plan		2,932	1,105
Other financing activities		(2,459)	(2,996)
Net cash provided by (used in) financing activities		(30,953)	2,508
Effect of exchange rate changes on cash, cash equivalents and restricted cash		34	(9,240)
Net increase (decrease) in cash, cash equivalents and restricted cash		(180,369)	(191,154)
Cash, cash equivalents and restricted cash, beginning of period	[1]	281,696	499,483
Cash, cash equivalents and restricted cash, end of period	[1]	101,327	308,329
Supplemental disclosure of cash flow information:
Cash paid for interest		5,713	4,361
Income tax payments		4,833	4,483
Cash paid for amounts included in the measurement of operating lease liabilities		21,032	22,640
Right-of-use assets obtained in exchange for operating lease liabilities		$ 543	$ 2,669
[1] The following table provides a reconciliation of Cash, cash equivalents and restricted cash shown above to amounts reported within the Condensed Consolidated Balance Sheets as of September 30, 2023, December 31, 2022, September 30, 2022 and December 31, 2021 (in thousands): September 30, 2023 December 31, 2022 September 30, 2022 December 31, 2021 Cash and cash equivalents $ 86,085  $ 281,279  $ 307,998  $ 498,726  Restricted cash included in prepaid expenses and other current assets 15,242  417  331  757  Cash, cash equivalents and restricted cash $ 101,327  $ 281,696  $ 308,329  $ 499,483

v3.23.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands		Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Restricted Cash [Abstract]
Cash and cash equivalents		$ 86,085	$ 281,279	$ 307,998	$ 498,726
Restricted cash included in prepaid expenses and other current assets		15,242	417	331	757
Cash, cash equivalents and restricted cash	[1]	$ 101,327	$ 281,696	$ 308,329	$ 499,483
[1] The following table provides a reconciliation of Cash, cash equivalents and restricted cash shown above to amounts reported within the Condensed Consolidated Balance Sheets as of September 30, 2023, December 31, 2022, September 30, 2022 and December 31, 2021 (in thousands): September 30, 2023 December 31, 2022 September 30, 2022 December 31, 2021 Cash and cash equivalents $ 86,085  $ 281,279  $ 307,998  $ 498,726  Restricted cash included in prepaid expenses and other current assets 15,242  417  331  757  Cash, cash equivalents and restricted cash $ 101,327  $ 281,696  $ 308,329  $ 499,483

v3.23.3

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	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 13, Segment Information. Unaudited Interim Financial Information We have prepared the accompanying Condensed Consolidated Financial Statements pursuant to the rules and regulations of the Securities Exchange Commission ("SEC") for interim financial reporting. These Condensed Consolidated Financial Statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income (Loss), Cash Flows and Stockholders' Equity (Deficit) for the periods presented. These Condensed Consolidated Financial Statements and notes should be read in conjunction with the audited Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. Going Concern The accompanying Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. ASC 205-40 Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, 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 Condensed 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. Net cash used in operating activities was $132.5 million and $151.9 million for the nine months ended September 30, 2023 and 2022. Cash and cash equivalents were $86.1 million as of September 30, 2023. We entered into a fourth amendment to the revolving credit agreement in March 2023, which reduced our borrowing capacity and modified certain financial covenants as described in Note 5, Financing Arrangements. The fourth amendment to the revolving credit agreement matures on May 14, 2024. The maturing credit facility together with cash outflows and operating losses indicate that we may not be able to meet our obligations over the next twelve months. These conditions and events, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. We are currently executing plans intended to enhance our liquidity position. These plans include, but are not limited to, completing the fully backstopped rights offering described in Note 14, Subsequent Events and monetizing certain non-core assets. In October 2023, we sold a portion of our non-controlling interest in SumUp Holdings S.a.r.l. ("SumUp") for $8.8 million as described in Note 3, Investments. We continue to consider other options to improve our liquidity, such as pursuing additional financing from both the public and private markets and monetization of certain non-core assets, including the remainder of our investment in SumUp. In addition, we expect to pursue additional cost savings initiatives under our 2022 Cost Savings Plan (as defined in Note 9, Restructuring and Related Charges), such as, but not limited to, additional restructuring actions, renegotiating contractual arrangements with certain service providers and continuing to make elective decisions to eliminate vacant positions rather than rehire. Management will also take steps designed to minimize the risk certain payment processors will require reserves or holdback receivables. While management intends to improve our liquidity and our ability to meet our obligations through the plans described above, with the exception of the completed sale of a portion of our SumUp investment, those plans are subject to market or other conditions not within our control. Accordingly, we have concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates. Reclassifications Certain reclassifications have been made to the Condensed Consolidated Financial Statements of prior periods to conform to the current period presentation. Adoption of New Accounting Standards There were no new accounting standards adopted during the three and nine months ended September 30, 2023.

v3.23.3

GOODWILL AND LONG-LIVED ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND LONG-LIVED ASSETS	GOODWILL AND LONG-LIVED ASSETS We performed an assessment in the first, second, and third quarters of 2023 and did not identify a triggering event that would have required us to test for impairment for such periods. We determined the impact to our business from the new variant of COVID-19 during the first quarter of 2022 and a downward revision of our forecast during the second quarter of 2022 required us to evaluate our goodwill and long-lived assets for impairment. Additionally, during the third quarter of 2022, we determined the carrying amount of one of our right-of-use-assets related to our 2020 Restructuring Plan may not be fully recoverable due to collectability of sublease income. For the first quarter of 2022, our interim quantitative assessment did not identify any goodwill or long-lived asset impairment. For the second quarter of 2022, we recognized $35.4 million of goodwill impairment within our International reporting unit, representing a full impairment of goodwill for that reporting unit. For the second and third quarters of 2022, we recognized long-lived asset impairment related to certain asset groups within our North America and International segments, which included impairment related to our 2020 Restructuring Plan. See details in the tables below and Note 9, Restructuring and Related Charges, for more information. In order to evaluate goodwill and long-lived assets for impairment in 2022, we compared the fair value of our two reporting units, North America and International, and our asset groups to their carrying values. In determining the fair values of our reporting units and asset groups, we used the discounted cash flow method under the income approach that uses Level 3 inputs. Goodwill As of September 30, 2023 and December 31, 2022, the balance of our goodwill was $178.7 million. There was no goodwill activity during the nine months ended September 30, 2023. All goodwill is within our North America segment, which had a negative carrying value as of September 30, 2023. Long-Lived Assets The following table summarizes impairment charges presented within the following line items on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Long-lived asset impairment North America $ —  $ —  International —  8,811  Total Long-lived asset impairment —  8,811  Restructuring and related charges North America 1,769  1,769  International —  1,180  Total Restructuring and related charges 1,769  2,949  Total impairment $ 1,769  $ 11,760  The following table summarizes long-lived asset impairment by asset type for the three and nine months ended September 30, 2022 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Property, equipment and software, net Leasehold improvements $ —  $ 1,632  Computer hardware —  1,323  Other property, equipment and software, net —  416  Total Property, equipment and software, net —  3,371  Right-of-use assets - operating leases, net 1,769  8,389  Total long-lived asset impairment $ 1,769  $ 11,760  The following table summarizes intangible assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 18,061  $ 16,554  $ 1,507  $ 17,912  $ 14,327  $ 3,585  Trade names 9,359  8,610  749  9,340  8,382  958  Patents 13,750  7,250  6,500  13,341  6,701  6,640  Other intangible assets 9,296  5,294  4,002  17,517  11,059  6,458  Total $ 50,466  $ 37,708  $ 12,758  $ 58,110  $ 40,469  $ 17,641  Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 10 years. Amortization expense related to intangible assets was $2.0 million and $2.1 million for the three months ended September 30, 2023 and 2022 and $6.2 million and $6.4 million for the nine months ended September 30, 2023 and 2022. As of September 30, 2023, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2023 $ 1,592  2024 4,334  2025 2,852  2026 1,988  2027 1,314  Thereafter 678  Total $ 12,758

v3.23.3

INVESTMENTS	9 Months Ended
	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
INVESTMENTS	INVESTMENTS As of September 30, 2023 and December 31, 2022, our carrying value in other equity investments, which relates to our non-controlling interest in SumUp, a privately-held mobile payments company, was $93.7 million and $119.5 million and our available-for-sale securities and fair value option investments had a carrying value of zero. Other equity investments represent equity investments without readily determinable fair values recorded at cost adjusted for observable price changes and impairments. During the third quarter 2023, we recorded a remeasurement of our investment in SumUp, resulting in a decline of $25.8 million based on a preliminary Share Purchase Agreement (the "Purchase Agreement"). This remeasurement represents non-cash investing activity. The loss was driven by a share price reduction on a Euro basis as well as foreign currency depreciation of US dollars versus Euros. The loss on the remeasurement is classified within Other income (expense), net on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023. On October 6, 2023, we entered into the Purchase Agreement agreeing to sell approximately 9.4% of our shares in SumUp. Subsequently in October, the overall transaction was finalized and we received cash of $8.8 million in connection with the sale. As a result of the transaction, our non-controlling equity interest in SumUp decreased from 2.29% to 2.08%. There were no changes in fair value of our available-for-sale securities and fair value option investments for the three and nine months ended September 30, 2023. The following table summarizes our percentage ownership in our investments as of the dates noted below: September 30, 2023 and December 31, 2022 Other equity investments 1% to 19% Available-for-sale securities 1% to 19% Fair value option investments 10% to 19%

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION	9 Months Ended
	Sep. 30, 2023
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION	SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Prepaid expenses $ 9,042  $ 16,048  Income taxes receivable 8,517  6,691  Deferred cloud implementation cost, net 10,661  9,362  Restricted cash (1) 15,242  331  Other 4,927  8,669  Total prepaid expenses and other current assets $ 48,389  $ 41,101  (1) Consists of cash collateral related to our letters of credit. See Note 5, Financing Arrangements for additional information. The following table summarizes Other non-current assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Deferred contract acquisition costs, net $ 3,134  $ 4,815  Deferred cloud implementation costs, net 8,330  17,684  Other 4,391  4,992  Total other non-current assets $ 15,855  $ 27,491  The following table summarizes Accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Refund reserve $ 4,394  $ 11,072  Compensation and benefits 10,210  15,005  Accrued marketing 5,687  19,596  Restructuring-related liabilities 1,973  4,782  Customer credits 25,246  36,220  Operating lease obligations 11,195  37,525  Other (1) 39,150  47,252  Total accrued expenses and other current liabilities $ 97,855  $ 171,452  (1)Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of December 31, 2022. This balance was paid in January 2023. The following table summarizes Other non-current liabilities as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Contingent income tax liabilities $ 11,387  $ 11,213  Deferred income taxes 3,101  3,100  Other 2,081  4,273  Total other non-current liabilities $ 16,569  $ 18,586  The following table summarizes Other income (expense), net for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Interest income $ 1,002  $ 2,626  $ 9,749  $ 5,399  Interest expense (2,834) (3,760) (13,949) (9,849) Gain (loss) from changes in fair value of investment (25,847) —  (25,847) —  Foreign currency gains (losses), net and other (11,846) (22,407) (11,213) (45,311) Total other income (expense), net $ (39,525) $ (23,541) $ (41,260) $ (49,761)

v3.23.3

FINANCING ARRANGEMENTS	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
FINANCING ARRANGEMENTS	FINANCING ARRANGEMENTS Convertible Senior Notes due 2026 The convertible senior notes due 2026 (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, with an annual effective interest rate of 1.83%. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. The carrying amount of the 2026 Notes consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Principal amount $ 230,000  $ 230,000  Less: debt discount (3,919) (5,077) Net carrying amount of liability $ 226,081  $ 224,923  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 September 30, 2023 and December 31, 2022 was $127.5 million and $133.1 million and was determined using a lattice model. During the three and nine months ended September 30, 2023 and 2022, we recognized interest costs on the 2026 Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest $ 647  $ 646  $ 1,941  $ 1,940  Amortization of debt discount 388  380  1,158  1,137  Total $ 1,035  $ 1,026  $ 3,099  $ 3,077  Capped Call Transactions In connection with the 2026 Notes, we entered into privately-negotiated capped call transactions. 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. Revolving Credit Agreement In May 2019, we entered into a second amended and restated senior secured revolving credit agreement, which matures on May 14, 2024, as amended from time to time (the "Amended Credit Agreement"). Most recently, in March 2023, we entered into a fourth amendment to the revolving credit agreement (the "Fourth Amendment" and together with the Amended Credit Agreement the "Existing Credit Agreement") to modify certain financial covenants and provide for additional flexibility in our operations, among other changes, including certain modifications to (i) our requirements to maintain a monthly minimum liquidity balance (including any undrawn amounts under the revolving credit facility) of at least $50.0 million, (ii) the calculation of EBITDA under the Existing Credit Agreement, (iii) mandatory prepayment requirements and (iv) certain affirmative covenants. In addition, the Fourth Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $150.0 million to $75.0 million, which 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. We deferred debt issuance costs of $4.6 million in aggregate in connection with the Existing Credit Agreement. Deferred debt issuance costs are included within Other non-current assets on the Condensed Consolidated Balance Sheets and are amortized to interest expense over the term of the respective agreement. As of September 30, 2023, we were in compliance with the covenants under our Existing Credit Agreement. Non-compliance with the covenants under the Existing Credit Agreement may result in termination of the commitments thereunder and then any outstanding borrowings may be declared due and payable immediately. We have the right to terminate the Existing Credit Agreement or reduce the available commitments at any time. Amounts committed to outstanding borrowings and letters of credit under our Existing Credit Agreement as of September 30, 2023 and our Amended Credit Agreement as of December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Borrowings $ 46,700  $ 75,000  Letters of credit (1) 25,914  24,900  (1) Under the Existing Credit Agreement, cash collateral is required when letters of credit extend beyond the maturity date of May 14, 2024. This cash is treated as restricted cash on the Condensed Consolidated Balance Sheets. See Note 4, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information for additional information.

v3.23.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Our contractual obligations and commitments and future sublease income under our contractually obligated operating subleases as of September 30, 2023 and through the date of this report, did not materially change from the amounts set forth in our 2022 Annual Report on Form 10-K. We sublease a portion of 600 West Chicago to Uptake, Inc. ("Uptake"). In the first quarter of 2023, we initiated a lawsuit against Uptake in the Circuit Court of Cook County for breach of the lease agreement and that lawsuit remains pending. 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 June 13, 2023, Groupon was granted final approval of a settlement that resolved four shareholder derivative lawsuits in relation to a previously settled lawsuit that alleged 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. Under the settlement, Groupon agreed to undertake certain corporate reforms. The Court awarded attorneys' fees in the amount of $950,000 to Plaintiffs' counsel. That amount was covered under Groupon's insurance policies and was paid directly by Groupon's insurance carriers in July 2023. In addition, third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to intellectual property disputes, including patent infringement claims, and expect that we will continue to be subject to intellectual property infringement claims as our services expand in scope and complexity. In the past, we have litigated such claims, and we are presently involved in several patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which could involve potentially substantial claims for damages or injunctive relief. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and we become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws may be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in our methods of doing business or the goods we sell, or could require us to enter into costly royalty or licensing agreements. We also are subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy-related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require us to change our business practices, sometimes in expensive ways. We are also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where we conduct our business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, require us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, materially damage our brand or reputation, or otherwise harm our business. We establish an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management's best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, Condensed Consolidated Financial Statements, results of operations or cash flows. Our accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In connection with the disposition of our operations in Latin America in 2017, we recorded $5.4 million in indemnification liabilities for certain tax and other matters upon the closing of the transactions as an adjustment to the net loss on the dispositions within discontinued operations at their fair value. We estimated the indemnification liabilities using a probability-weighted expected cash flow approach. Our remaining indemnification liabilities were $2.8 million as of September 30, 2023. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of September 30, 2023 is approximately $11.7 million. In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions, particularly in cases where we are entering into new businesses in connection with such acquisitions. We may also become more vulnerable to claims as we expand the range and scope of our services and are subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, we have entered into indemnification agreements with our officers, directors and underwriters, and our bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents.  Except as noted above, it is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that we have made under these agreements have not had a material impact on our operating results, financial position or cash flows.

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS	STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS Groupon, Inc. Incentive Plan In August 2011, we established the Groupon, Inc. 2011 Incentive Plan, as amended and restated (the "2011 Plan"), under which options, restricted stock units and performance stock units for up to 13,775,000 shares of common stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee of the Board of Directors. As of September 30, 2023, 2,728,411 shares of common stock were available for future issuance under the 2011 Plan. Restricted Stock Units The restricted stock units granted under the 2011 Plan ("Restricted Stock Units") 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 for employees and non-employees under the 2011 Plan for the nine months ended September 30, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2022 2,876,089  $ 19.33  Granted 601,314  5.26  Vested (1,342,961) 19.32  Forfeited (1,210,548) 15.79  Unvested at September 30, 2023 923,894  $ 11.32  As of September 30, 2023, $6.1 million of unrecognized compensation costs related to unvested Restricted Stock Units are expected to be recognized over a remaining weighted-average period of 0.85 years. Stock Options On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $0.95, a strike price of $6.00 and vesting over two years. The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period. The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0  % Risk-free interest rate 4.1  % Expected term (in years) 2 Expected volatility 78.2  % The table below summarizes stock option activity for the nine months ended September 30, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 —  $ —  —  $ —  Granted 3,500,000  6.00  3.00 —  Exercised (437,500) 6.00  Outstanding at September 30, 2023 2,625,000  6.00  2.5 24,465  Vested and exercisable at September 30, 2023 437,500  $ 6.00  2.5 $ 4,078  As of September 30, 2023, there was $2.5 million of total unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. That cost is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of shares vested during the nine months ended September 30, 2023 was $0.8 million. Performance Shares 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 service through the 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 nine months ended September 30, 2023: Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2022 17,269  $ 24.13  Granted 482,991  13.31  Vested (17,269) 24.13  Forfeited —  —  Unvested at September 30, 2023 482,991  $ 13.31  As of September 30, 2023, $4.2 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 0.58 years.

v3.23.3

REVENUE RECOGNITION	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION Refer to Note 13, Segment Information, for revenue summarized by reportable segment and category for the three and nine months ended September 30, 2023 and 2022. Customer Credits We issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds and, to a lesser extent, for customer relationship purposes. The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2023 (in thousands): Customer Credits Balance as of December 31, 2022 $ 36,220  Credits issued 62,685  Credits redeemed (1) (65,944) Breakage revenue recognized (7,680) Foreign currency translation (35) Balance as of September 30, 2023 $ 25,246  (1)Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and 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 typically used within one year of issuance. Costs of Obtaining Contracts Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized over the expected period of the merchant arrangement, generally from 12 to 18 months. Deferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the Condensed Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, deferred contract acquisition costs were $4.0 million and $5.9 million. The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. We amortized $1.8 million and $2.7 million of deferred contract acquisition costs for the three months ended September 30, 2023 and 2022, and $6.2 million and $8.3 million for the nine months ended September 30, 2023 and 2022. Allowance for Expected Credit Losses on Accounts Receivable 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. 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. The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2023 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2022 $ 4,538  Change in provision (853) Write-offs (631) Foreign currency translation 15  Balance as of September 30, 2023 $ 3,069  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. We recognized variable consideration from unredeemed vouchers that were sold in a prior period of $5.2 million and $7.4 million for the three months ended September 30, 2023 and 2022, and $6.2 million and $9.4 million for the nine months ended September 30, 2023 and 2022. When actual redemptions differ from our estimates, the effects could be material to the Condensed Consolidated Financial Statements.

v3.23.3

RESTRUCTURING AND RELATED CHARGES	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
RESTRUCTURING AND RELATED CHARGES	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 Condensed 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 2022 Restructuring Plan, including the first phase initiated August 2022, second phase initiated January 2023 and the third phase initiated July 2023 is expected to include an overall reduction of approximately 1,150 positions globally, with the majority of these reductions completed as of March 31, 2023 and the remainder expected to occur by the end of 2024. In connection with these actions, we expect to record total pre-tax charges of $23.6 million to $30.6 million. A majority of the pre-tax charges are expected to be paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We have incurred total pre-tax charges of $20.5 million since the inception of the 2022 Restructuring Plan. The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 690  $ —  $ 690  International 652  —  652  Consolidated $ 1,342  $ —  $ 1,342  (1)The employee severance and benefits costs for the three months ended September 30, 2023 are related to the termination of approximately 70 employees. Nine Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 5,256  $ 1,037  $ 6,293  International 4,543  —  4,543  Consolidated $ 9,799  $ 1,037  $ 10,836  (1)The employee severance and benefits costs for the nine months ended September 30, 2023 are related to the termination of approximately 440 employees. Three and Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Other Exit Costs Total Restructuring Charges (Credits) North America $ 4,600  $ 158  $ 4,758  International 1,436  —  1,436  Consolidated $ 6,036  $ 158  $ 6,194  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, 2022 $ 175  $ —  $ 175  Charges payable in cash 9,799  1,037  10,836  Cash payments (9,394) (738) (10,132) Foreign currency translation 55  —  55  Balance as of September 30, 2023 (1) $ 635  $ 299  $ 934  (1)Substantially all of the remaining cash payments for costs related to the 2022 Restructuring Plan are expected to be disbursed by the end of 2024. 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 $108.9 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. The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 44  $ 5  $ 660  $ 709  International (214) (49) 440  177  Consolidated $ (170) $ (44) $ 1,100  $ 886  Three Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ —  $ (1) $ (1,578) $ (1,579) International 121  28  148  297  Consolidated $ 121  $ 27  $ (1,430) $ (1,282) Nine Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 44  $ 7  $ 1,204  $ 1,255  International (2,696) (97) 1,035  (1,758) Consolidated $ (2,652) $ (90) $ 2,239  $ (503) Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1  $ 129  $ (404) $ (274) International 305  89  1,849  2,243  Consolidated $ 306  $ 218  $ 1,445  $ 1,969  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. We recognized impairment related to those leases of $1.8 million and $2.9 million during the three and nine months ended September 30, 2022. See Note 2, Goodwill and Long-Lived Assets, for additional information. In addition, during the three and nine months ended September 30, 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. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago, now expiring 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. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, and other variable lease costs related to the leased facilities vacated as part of our restructuring plan are presented within Restructuring and related charges in the Condensed 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 Condensed Consolidated Balance Sheets. The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2022 $ 4,306  $ 301  $ 4,607  Charges payable in cash and changes in estimate (1) (2,652) (90) (2,742) Cash payments (727) (113) (840) Foreign currency translation 12  2  14  Balance as of September 30, 2023 (2) $ 939  $ 100  $ 1,039  (1)The credit recorded during the three and nine months ended September 30, 2023 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. (2)Substantially all of the remaining cash payments for the 2020 Restructuring Plan costs are expected to be disbursed by the end of 2023.

v3.23.3

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items. Provision (benefit) for income taxes and Income (loss) from operations before provision (benefit) for income taxes for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Provision (benefit) for income taxes $ 817  $ (4,328) $ 4,258  $ (4,605) Income (loss) before provision (benefit) for income taxes $ (39,989) $ (59,871) $ (77,165) $ (184,750) Our U.S. Federal income tax rate is 21%. The primary factor impacting the effective tax rate for the three and nine months ended September 30, 2023 and 2022 was the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. For the three and nine months ended September 30, 2022, we were also impacted by the reduction to our estimated annual tax rate due to an increase in expected annual losses. As of September 30, 2022, we had a valuation allowance in the U.S. against capital losses, deferred tax assets that will convert into capital losses upon reversal, and state credits that we were not expecting to be able to realize. We recorded a valuation allowance against the remaining U.S. federal and state deferred tax assets in Q4 2022. For the three and nine months ended September 30, 2023, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets. We expect that our consolidated effective tax rate in future periods will continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses. We are currently undergoing income tax audits in multiple jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed assessment for $115.7 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. There could be potential increases in our liabilities for uncertain tax positions from the ultimate resolution of that assessment. We believe it is reasonably possible that reductions of up to $7.5 million in unrecognized tax benefits may occur within the 12 months following September 30, 2023 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. 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 September 30, 2023 and December 31, 2022 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation.

v3.23.3

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. In determining fair value, we use valuation approaches within the fair value measurement framework. 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. There was no material activity in the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2023 and 2022. 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 a non-cash remeasurement of our investment in SumUp of $25.8 million during the three and nine months ended September 30, 2023. See Note 3, Investments, for additional information. We recognized $35.4 million in non-cash impairment charges related to goodwill for the nine months ended September 30, 2022. We also recognized $1.8 million and $11.8 million in non-cash impairment charges related to long-lived assets for the three and nine months ended September 30, 2022, of which $1.8 million and $2.9 million was included in Restructuring and related charges on our Condensed Consolidated Statements of Operations. See Note 2, Goodwill and Long-Lived Assets and Note 9, Restructuring and Related Charges, for additional information. We did not record any other significant nonrecurring fair value measurements for the three and nine months ended September 30, 2023 and 2022. 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 September 30, 2023 and December 31, 2022 due to their short-term nature.

v3.23.3

INCOME (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
INCOME (LOSS) PER SHARE	INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, restricted stock units, performance share units, ESPP shares, capped call transactions and convertible senior notes. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and nine months ended September 30, 2023 and 2022 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted net income (loss) per share: Numerator Net income (loss) $ (40,806) $ (55,543) $ (81,423) $ (180,145) Less: Net income (loss) attributable to noncontrolling interests 552  680  1,689  2,157  Net income (loss) attributable to common stockholders (41,358) (56,223) (83,112) (182,302) Denominator Weighted-average common shares outstanding 31,500,489  30,307,734  31,039,668  30,070,598  Basic and diluted net income (loss) per share: $ (1.31) $ (1.86) $ (2.68) $ (6.06) 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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted stock units 1,108,379  2,223,826  1,695,383  2,448,348  Stock options 3,309,783  —  2,282,890  —  Other stock-based compensation awards(1) 7,923  94,690  35,078  102,406  Convertible Senior notes due 2026 (2) 3,376,400  3,376,400  3,376,400  3,376,400  Capped call transactions 3,376,400  3,376,400  3,376,400  3,376,400  Total 11,178,885  9,071,316  10,766,151  9,303,554  (1)We had outstanding performance share units as of September 30, 2023 and 2022 that were eligible to vest into shares of common stock subject to the achievement of specified performance or market conditions. Contingently-issuable shares are excluded from the computation of diluted income (loss) per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. As of September 30, 2023, there were up to 724,487 shares of common stock issuable upon vesting of outstanding Performance Share Units that were excluded from the table above as the performance conditions were not satisfied as of the end of the period. (2)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 5, Financing Arrangements, for additional information.

v3.23.3

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION The segment information reported in the tables below reflects the operating results that are regularly reviewed by our chief operating decision maker to assess performance and make resource allocation decisions. Our operations are organized into two segments: North America and International. Our measure of segment profitability is contribution profit, defined as gross profit less marketing expense, which is consistent with how management reviews the operating results of the segments. Contribution profit measures the amount of marketing investment needed to generate gross profit. Other operating expenses are excluded from contribution profit as management does not review those expenses by segment. The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2023 and 2022 (in thousands):     Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America revenue: Local $ 88,558  $ 97,843  $ 255,412  $ 296,233  Goods 3,801  5,978  13,646  20,476  Travel 2,577  4,065  10,971  13,465  Total North America revenue (1) 94,936  107,886  280,029  330,174  International revenue: Local 26,900  30,089  79,539  95,350  Goods 3,054  4,459  11,029  16,986  Travel 1,584  1,956  6,597  8,416  Total International revenue (1) $ 31,538  $ 36,504  $ 97,165  $ 120,752  (1)North America includes revenue from the United States of $93.9 million and $105.0 million for the three months ended September 30, 2023 and 2022 and $276.0 million and $323.9 million for the nine months ended September 30, 2023 and 2022. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2023 and 2022. 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 three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America cost of revenue: Local $ 10,970  $ 13,388  $ 33,369  $ 40,428  Goods 678  1,142  2,420  3,849  Travel 814  1,008  2,731  3,399  Total North America cost of revenue 12,462  15,538  38,520  47,676  International cost of revenue: Local 2,533  2,674  7,571  7,946  Goods 563  125  1,883  521  Travel 238  331  866  1,088  Total International cost of revenue $ 3,334  $ 3,130  $ 10,320  $ 9,555  The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America Revenue $ 94,936  $ 107,886  $ 280,029  $ 330,174  Cost of revenue 12,462  15,538  38,520  47,676  Marketing 18,990  26,376  48,740  73,996  Contribution profit 63,484  65,972  192,769  208,502  International Revenue 31,538  36,504  97,165  120,752  Cost of revenue 3,334  3,130  10,320  9,555  Marketing 9,908  11,521  27,273  32,689  Contribution profit 18,296  21,853  59,572  78,508  Consolidated Revenue 126,474  144,390  377,194  450,926  Cost of revenue 15,796  18,668  48,840  57,231  Marketing 28,898  37,897  76,013  106,685  Contribution profit 81,780  87,825  252,341  287,010  Selling, general and administrative 80,016  119,243  277,913  369,601  Goodwill impairment —  —  —  35,424  Long-lived asset impairment —  —  —  8,811  Restructuring and related charges 2,228  4,912  10,333  8,163  Income (loss) from operations $ (464) $ (36,330) $ (35,905) $ (134,989) The following table summarizes total assets by reportable segment as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Total assets: North America (1) $ 438,688  $ 669,336  International (1) 85,174  123,781  Consolidated total assets $ 523,862  $ 793,117  (1)North America contains assets from the United States of $435.1 million and $661.3 million as of September 30, 2023 and December 31, 2022. There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2023 and December 31, 2022.

v3.23.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Rights Offering On November 7, 2023, the Board approved an $80.0 million fully backstopped rights offering (the “Rights Offering”) to our stockholders of record of our common stock, as of the close of business on November 20, 2023. To be able to execute the Rights Offering, the Existing Credit Agreement was amended. On November 7, 2023, the Company entered into an amendment to its Existing Credit Agreement to provide for additional flexibility with regards to the Rights Offering. Specifically, the Company entered into a Fifth Amendment (the “Amendment”) to the Existing Credit Agreement. The Amendment effects certain modifications to the definition of the term “Change in Control” contained in the Existing Credit Agreement and adds the term “Disqualified Equity Interest” to the Existing Credit Agreement, among other changes. In addition, the Amendment modifies the restricted payment covenant to permit the Company to declare and pay dividends with respect to its Equity Interests (other than Disqualified Equity Interests) payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests). The Rights Offering will be made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $11.30 per share and otherwise on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The Rights Offering is expected to expire at 5:00 p.m., New York City time, on January 17, 2024 (such date, as amended or modified, the "Expiration Date"), though we reserve the right to extend, amend or terminate the planned Rights Offering, subject to certain conditions, at any time. We expect to receive gross proceeds of $80.0 million before expenses related to the Rights Offering. The Rights Offering is fully backstopped by Pale Fire Capital SICAV a.s. (the “Backstop Party”), an entity affiliated with (i) Dusan Senkypl, the Company’s Interim Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party has a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date of the Rights Offering and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering. SumUp Sale On November 9, 2023, the Company entered into a Share Purchase Agreement pursuant to which it has agreed to sell shares representing approximately 11.7% of its approximate 2.08% interest in SumUp to other investors in SumUp for an aggregate cash purchase price of €9.4 million (the “Purchase Agreement”) which, will be worth approximately $10 million as of the date of this filing. The Purchase Agreement was entered into in connection with a transaction in which several other investors in SumUp also agreed to sell shares on the same economic terms as the Company and at the same price as agreed to on October 6, 2023. The Company expects the transaction to be completed on or before November 27, 2023. There can be no assurances as to whether or when the sale will be consummated.

v3.23.3

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (41,358)	$ (56,223)	$ (83,112)	$ (182,302)

v3.23.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.23.3

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation	Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Groupon, Inc. and its wholly-owned subsidiaries, majority-owned subsidiaries over which we exercise control and variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Outside stockholders' interests in subsidiaries are shown on the Condensed Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. Going Concern The accompanying Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. ASC 205-40 Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, 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 Condensed 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. Net cash used in operating activities was $132.5 million and $151.9 million for the nine months ended September 30, 2023 and 2022. Cash and cash equivalents were $86.1 million as of September 30, 2023. We entered into a fourth amendment to the revolving credit agreement in March 2023, which reduced our borrowing capacity and modified certain financial covenants as described in Note 5, Financing Arrangements. The fourth amendment to the revolving credit agreement matures on May 14, 2024. The maturing credit facility together with cash outflows and operating losses indicate that we may not be able to meet our obligations over the next twelve months. These conditions and events, when considered in the aggregate, raised substantial doubt about our ability to continue as a going concern. We are currently executing plans intended to enhance our liquidity position. These plans include, but are not limited to, completing the fully backstopped rights offering described in Note 14, Subsequent Events and monetizing certain non-core assets. In October 2023, we sold a portion of our non-controlling interest in SumUp Holdings S.a.r.l. ("SumUp") for $8.8 million as described in Note 3, Investments. We continue to consider other options to improve our liquidity, such as pursuing additional financing from both the public and private markets and monetization of certain non-core assets, including the remainder of our investment in SumUp. In addition, we expect to pursue additional cost savings initiatives under our 2022 Cost Savings Plan (as defined in Note 9, Restructuring and Related Charges), such as, but not limited to, additional restructuring actions, renegotiating contractual arrangements with certain service providers and continuing to make elective decisions to eliminate vacant positions rather than rehire. Management will also take steps designed to minimize the risk certain payment processors will require reserves or holdback receivables. While management intends to improve our liquidity and our ability to meet our obligations through the plans described above, with the exception of the completed sale of a portion of our SumUp investment, those plans are subject to market or other conditions not within our control. Accordingly, we have concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates.
Reclassifications	Reclassifications Certain reclassifications have been made to the Condensed Consolidated Financial Statements of prior periods to conform to the current period presentation.
Adoption of New Accounting Standards	Adoption of New Accounting Standards There were no new accounting standards adopted during the three and nine months ended September 30, 2023.

v3.23.3

GOODWILL AND LONG-LIVED ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Long-lived Assets Impairment by Asset Type	The following table summarizes impairment charges presented within the following line items on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Long-lived asset impairment North America $ —  $ —  International —  8,811  Total Long-lived asset impairment —  8,811  Restructuring and related charges North America 1,769  1,769  International —  1,180  Total Restructuring and related charges 1,769  2,949  Total impairment $ 1,769  $ 11,760  The following table summarizes long-lived asset impairment by asset type for the three and nine months ended September 30, 2022 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Property, equipment and software, net Leasehold improvements $ —  $ 1,632  Computer hardware —  1,323  Other property, equipment and software, net —  416  Total Property, equipment and software, net —  3,371  Right-of-use assets - operating leases, net 1,769  8,389  Total long-lived asset impairment $ 1,769  $ 11,760
Schedule of Intangible Assets	The following table summarizes intangible assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships $ 18,061  $ 16,554  $ 1,507  $ 17,912  $ 14,327  $ 3,585  Trade names 9,359  8,610  749  9,340  8,382  958  Patents 13,750  7,250  6,500  13,341  6,701  6,640  Other intangible assets 9,296  5,294  4,002  17,517  11,059  6,458  Total $ 50,466  $ 37,708  $ 12,758  $ 58,110  $ 40,469  $ 17,641
Schedule of Estimated Future Amortization Expense	As of September 30, 2023, estimated future amortization expense related to intangible assets is as follows (in thousands): Remaining amounts in 2023 $ 1,592  2024 4,334  2025 2,852  2026 1,988  2027 1,314  Thereafter 678  Total $ 12,758

v3.23.3

INVESTMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
Schedule of Investments	The following table summarizes our percentage ownership in our investments as of the dates noted below: September 30, 2023 and December 31, 2022 Other equity investments 1% to 19% Available-for-sale securities 1% to 19% Fair value option investments 10% to 19%

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
Schedule of Prepaid and Other Current Assets	The following table summarizes Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Prepaid expenses $ 9,042  $ 16,048  Income taxes receivable 8,517  6,691  Deferred cloud implementation cost, net 10,661  9,362  Restricted cash (1) 15,242  331  Other 4,927  8,669  Total prepaid expenses and other current assets $ 48,389  $ 41,101  (1) Consists of cash collateral related to our letters of credit. See Note 5, Financing Arrangements for additional information.
Schedule of Other Non-Current Assets	The following table summarizes Other non-current assets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Deferred contract acquisition costs, net $ 3,134  $ 4,815  Deferred cloud implementation costs, net 8,330  17,684  Other 4,391  4,992  Total other non-current assets $ 15,855  $ 27,491
Schedule of Accrued Expenses and Other Current Liabilities	The following table summarizes Accrued expenses and other current liabilities as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Refund reserve $ 4,394  $ 11,072  Compensation and benefits 10,210  15,005  Accrued marketing 5,687  19,596  Restructuring-related liabilities 1,973  4,782  Customer credits 25,246  36,220  Operating lease obligations 11,195  37,525  Other (1) 39,150  47,252  Total accrued expenses and other current liabilities $ 97,855  $ 171,452  (1)Includes certain payroll taxes deferred under the Coronavirus Aid, Relief and Economic Security ("CARES") Act of $2.7 million as of December 31, 2022. This balance was paid in January 2023.
Schedule of Other Non-current Liabilities	The following table summarizes Other non-current liabilities as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Contingent income tax liabilities $ 11,387  $ 11,213  Deferred income taxes 3,101  3,100  Other 2,081  4,273  Total other non-current liabilities $ 16,569  $ 18,586
Schedule of Other Income (Expense)	The following table summarizes Other income (expense), net for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Interest income $ 1,002  $ 2,626  $ 9,749  $ 5,399  Interest expense (2,834) (3,760) (13,949) (9,849) Gain (loss) from changes in fair value of investment (25,847) —  (25,847) —  Foreign currency gains (losses), net and other (11,846) (22,407) (11,213) (45,311) Total other income (expense), net $ (39,525) $ (23,541) $ (41,260) $ (49,761)

v3.23.3

FINANCING ARRANGEMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Notes	The carrying amount of the 2026 Notes consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Principal amount $ 230,000  $ 230,000  Less: debt discount (3,919) (5,077) Net carrying amount of liability $ 226,081  $ 224,923
Schedule of Interest Costs on Notes	During the three and nine months ended September 30, 2023 and 2022, we recognized interest costs on the 2026 Notes as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual interest $ 647  $ 646  $ 1,941  $ 1,940  Amortization of debt discount 388  380  1,158  1,137  Total $ 1,035  $ 1,026  $ 3,099  $ 3,077
Schedule of Amounts Committed to Outstanding Borrowings and Letters of Credit	Amounts committed to outstanding borrowings and letters of credit under our Existing Credit Agreement as of September 30, 2023 and our Amended Credit Agreement as of December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Borrowings $ 46,700  $ 75,000  Letters of credit (1) 25,914  24,900  (1) Under the Existing Credit Agreement, cash collateral is required when letters of credit extend beyond the maturity date of May 14, 2024. This cash is treated as restricted cash on the Condensed Consolidated Balance Sheets. See Note 4, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information for additional information.

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Restricted Stock Unit Activity	The table below summarizes Restricted Stock Unit activity for employees and non-employees under the 2011 Plan for the nine months ended September 30, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2022 2,876,089  $ 19.33  Granted 601,314  5.26  Vested (1,342,961) 19.32  Forfeited (1,210,548) 15.79  Unvested at September 30, 2023 923,894  $ 11.32
Schedule of Weighted-average Assumptions for Stock Options	The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0  % Risk-free interest rate 4.1  % Expected term (in years) 2 Expected volatility 78.2  %
Schedule of Stock Options Activity	The table below summarizes stock option activity for the nine months ended September 30, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 —  $ —  —  $ —  Granted 3,500,000  6.00  3.00 —  Exercised (437,500) 6.00  Outstanding at September 30, 2023 2,625,000  6.00  2.5 24,465  Vested and exercisable at September 30, 2023 437,500  $ 6.00  2.5 $ 4,078
Schedule of Performance Share Unit Activity	The table below summarizes Performance Share Unit activity under the 2011 Plan for the nine months ended September 30, 2023: Performance Share Units Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2022 17,269  $ 24.13  Granted 482,991  13.31  Vested (17,269) 24.13  Forfeited —  —  Unvested at September 30, 2023 482,991  $ 13.31

v3.23.3

REVENUE RECOGNITION (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Liability for Customer Credits	The following table summarizes the activity in the liability for customer credits for the nine months ended September 30, 2023 (in thousands): Customer Credits Balance as of December 31, 2022 $ 36,220  Credits issued 62,685  Credits redeemed (1) (65,944) Breakage revenue recognized (7,680) Foreign currency translation (35) Balance as of September 30, 2023 $ 25,246  (1)Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and 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 typically used within one year of issuance.
Schedule of Activity in Allowance for Expected Credit Losses on Accounts Receivable	The following table summarizes the activity in the allowance for expected credit losses on accounts receivable for the nine months ended September 30, 2023 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2022 $ 4,538  Change in provision (853) Write-offs (631) Foreign currency translation 15  Balance as of September 30, 2023 $ 3,069

v3.23.3

RESTRUCTURING AND RELATED CHARGES (Tables)	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Activity by Segment	The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 690  $ —  $ 690  International 652  —  652  Consolidated $ 1,342  $ —  $ 1,342  (1)The employee severance and benefits costs for the three months ended September 30, 2023 are related to the termination of approximately 70 employees. Nine Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 5,256  $ 1,037  $ 6,293  International 4,543  —  4,543  Consolidated $ 9,799  $ 1,037  $ 10,836  (1)The employee severance and benefits costs for the nine months ended September 30, 2023 are related to the termination of approximately 440 employees. Three and Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Other Exit Costs Total Restructuring Charges (Credits) North America $ 4,600  $ 158  $ 4,758  International 1,436  —  1,436  Consolidated $ 6,036  $ 158  $ 6,194  The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 44  $ 5  $ 660  $ 709  International (214) (49) 440  177  Consolidated $ (170) $ (44) $ 1,100  $ 886  Three Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ —  $ (1) $ (1,578) $ (1,579) International 121  28  148  297  Consolidated $ 121  $ 27  $ (1,430) $ (1,282) Nine Months Ended September 30, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 44  $ 7  $ 1,204  $ 1,255  International (2,696) (97) 1,035  (1,758) Consolidated $ (2,652) $ (90) $ 2,239  $ (503) Nine Months Ended September 30, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1  $ 129  $ (404) $ (274) International 305  89  1,849  2,243  Consolidated $ 306  $ 218  $ 1,445  $ 1,969
Schedule of Restructuring Liability Activity	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, 2022 $ 175  $ —  $ 175  Charges payable in cash 9,799  1,037  10,836  Cash payments (9,394) (738) (10,132) Foreign currency translation 55  —  55  Balance as of September 30, 2023 (1) $ 635  $ 299  $ 934  (1)Substantially all of the remaining cash payments for costs related to the 2022 Restructuring Plan are expected to be disbursed by the end of 2024. The following table summarizes restructuring liability activity for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2022 $ 4,306  $ 301  $ 4,607  Charges payable in cash and changes in estimate (1) (2,652) (90) (2,742) Cash payments (727) (113) (840) Foreign currency translation 12  2  14  Balance as of September 30, 2023 (2) $ 939  $ 100  $ 1,039  (1)The credit recorded during the three and nine months ended September 30, 2023 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. (2)Substantially all of the remaining cash payments for the 2020 Restructuring Plan costs are expected to be disbursed by the end of 2023.

v3.23.3

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Provision (Benefit) for Income Taxes	Provision (benefit) for income taxes and Income (loss) from operations before provision (benefit) for income taxes for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Provision (benefit) for income taxes $ 817  $ (4,328) $ 4,258  $ (4,605) Income (loss) before provision (benefit) for income taxes $ (39,989) $ (59,871) $ (77,165) $ (184,750)

v3.23.3

INCOME (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock	The following table sets forth the computation of basic and diluted net income (loss) per share of common stock for the three and nine months ended September 30, 2023 and 2022 (in thousands, except share amounts and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted net income (loss) per share: Numerator Net income (loss) $ (40,806) $ (55,543) $ (81,423) $ (180,145) Less: Net income (loss) attributable to noncontrolling interests 552  680  1,689  2,157  Net income (loss) attributable to common stockholders (41,358) (56,223) (83,112) (182,302) Denominator Weighted-average common shares outstanding 31,500,489  30,307,734  31,039,668  30,070,598  Basic and diluted net income (loss) per share: $ (1.31) $ (1.86) $ (2.68) $ (6.06)
Schedule of Weighted-Average Potentially Dilutive Instruments	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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted stock units 1,108,379  2,223,826  1,695,383  2,448,348  Stock options 3,309,783  —  2,282,890  —  Other stock-based compensation awards(1) 7,923  94,690  35,078  102,406  Convertible Senior notes due 2026 (2) 3,376,400  3,376,400  3,376,400  3,376,400  Capped call transactions 3,376,400  3,376,400  3,376,400  3,376,400  Total 11,178,885  9,071,316  10,766,151  9,303,554  (1)We had outstanding performance share units as of September 30, 2023 and 2022 that were eligible to vest into shares of common stock subject to the achievement of specified performance or market conditions. Contingently-issuable shares are excluded from the computation of diluted income (loss) per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period. As of September 30, 2023, there were up to 724,487 shares of common stock issuable upon vesting of outstanding Performance Share Units that were excluded from the table above as the performance conditions were not satisfied as of the end of the period. (2)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 5, Financing Arrangements, for additional information.

v3.23.3

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Revenue by Reportable Segment	The following table summarizes revenue by reportable segment and category for the three and nine months ended September 30, 2023 and 2022 (in thousands):     Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America revenue: Local $ 88,558  $ 97,843  $ 255,412  $ 296,233  Goods 3,801  5,978  13,646  20,476  Travel 2,577  4,065  10,971  13,465  Total North America revenue (1) 94,936  107,886  280,029  330,174  International revenue: Local 26,900  30,089  79,539  95,350  Goods 3,054  4,459  11,029  16,986  Travel 1,584  1,956  6,597  8,416  Total International revenue (1) $ 31,538  $ 36,504  $ 97,165  $ 120,752  (1)North America includes revenue from the United States of $93.9 million and $105.0 million for the three months ended September 30, 2023 and 2022 and $276.0 million and $323.9 million for the nine months ended September 30, 2023 and 2022. There were no other individual countries that represented more than 10% of consolidated total revenue for the three and nine months ended September 30, 2023 and 2022. Revenue is attributed to individual countries based on the location of the customer.
Schedule of Cost of Revenue by Segment and Category	The following table summarizes cost of revenue by reportable segment and category for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America cost of revenue: Local $ 10,970  $ 13,388  $ 33,369  $ 40,428  Goods 678  1,142  2,420  3,849  Travel 814  1,008  2,731  3,399  Total North America cost of revenue 12,462  15,538  38,520  47,676  International cost of revenue: Local 2,533  2,674  7,571  7,946  Goods 563  125  1,883  521  Travel 238  331  866  1,088  Total International cost of revenue $ 3,334  $ 3,130  $ 10,320  $ 9,555
Schedule of Contribution Profit by Reportable Segment	The following table summarizes contribution profit by reportable segment for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America Revenue $ 94,936  $ 107,886  $ 280,029  $ 330,174  Cost of revenue 12,462  15,538  38,520  47,676  Marketing 18,990  26,376  48,740  73,996  Contribution profit 63,484  65,972  192,769  208,502  International Revenue 31,538  36,504  97,165  120,752  Cost of revenue 3,334  3,130  10,320  9,555  Marketing 9,908  11,521  27,273  32,689  Contribution profit 18,296  21,853  59,572  78,508  Consolidated Revenue 126,474  144,390  377,194  450,926  Cost of revenue 15,796  18,668  48,840  57,231  Marketing 28,898  37,897  76,013  106,685  Contribution profit 81,780  87,825  252,341  287,010  Selling, general and administrative 80,016  119,243  277,913  369,601  Goodwill impairment —  —  —  35,424  Long-lived asset impairment —  —  —  8,811  Restructuring and related charges 2,228  4,912  10,333  8,163  Income (loss) from operations $ (464) $ (36,330) $ (35,905) $ (134,989)
Schedule of Total Assets by Segment	The following table summarizes total assets by reportable segment as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Total assets: North America (1) $ 438,688  $ 669,336  International (1) 85,174  123,781  Consolidated total assets $ 523,862  $ 793,117  (1)North America contains assets from the United States of $435.1 million and $661.3 million as of September 30, 2023 and December 31, 2022. There were no other individual countries that represented more than 10% of consolidated total assets as of September 30, 2023 and December 31, 2022.

v3.23.3

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments | segment	2
Net cash provided by (used in) operating activities	$ (132,485)	$ (151,850)	$ (136,000)	$ (124,000)
Cash and cash equivalents	$ 86,085	$ 307,998	$ 281,279	$ 498,726

v3.23.3

GOODWILL AND LONG-LIVED ASSETS - Narrative (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) reportingUnit	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Impairment of goodwill	$ 0	$ 0	$ 35,400	$ 0	$ 35,424
Number of reporting units | reportingUnit				2
Goodwill	178,685			$ 178,685		$ 178,685
Amortization of acquired intangible assets	$ 2,000	$ 2,100		$ 6,206	$ 6,397
Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	1 year			1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years			10 years
North America
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 178,700			$ 178,700		$ 178,700

v3.23.3

GOODWILL AND LONG-LIVED ASSETS - Impairment For Long-Lived Asset And Right-Of-Use Assets And Leasehold Improvements (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Schedule of Impairment [Line Items]
Total impairment	$ 1,769	$ 11,760
Long-lived asset impairment
Schedule of Impairment [Line Items]
Total impairment	0	8,811
Long-lived asset impairment | North America
Schedule of Impairment [Line Items]
Total impairment	0	0
Long-lived asset impairment | International
Schedule of Impairment [Line Items]
Total impairment	0	8,811
Restructuring and related charges
Schedule of Impairment [Line Items]
Total impairment		2,949
Restructuring and related charges | North America
Schedule of Impairment [Line Items]
Total impairment	1,769	1,769
Restructuring and related charges | International
Schedule of Impairment [Line Items]
Total impairment	$ 0	$ 1,180

v3.23.3

GOODWILL AND LONG-LIVED ASSETS - Schedule of Long-lived Assets Impairment by Asset Type (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Property, equipment and software, net
Total Property, equipment and software, net	$ 0	$ 3,371
Right-of-use assets - operating leases, net	1,769	8,389
Total long-lived asset impairment	1,769	11,760
Leasehold improvements
Property, equipment and software, net
Total Property, equipment and software, net	0	1,632
Computer hardware
Property, equipment and software, net
Total Property, equipment and software, net	0	1,323
Other property, equipment and software, net
Property, equipment and software, net
Total Property, equipment and software, net	$ 0	$ 416

v3.23.3

GOODWILL AND LONG-LIVED ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 50,466	$ 58,110
Accumulated Amortization	37,708	40,469
Net Carrying Value	12,758	17,641
Merchant relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	18,061	17,912
Accumulated Amortization	16,554	14,327
Net Carrying Value	1,507	3,585
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	9,359	9,340
Accumulated Amortization	8,610	8,382
Net Carrying Value	749	958
Patents
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	13,750	13,341
Accumulated Amortization	7,250	6,701
Net Carrying Value	6,500	6,640
Other intangible assets
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	9,296	17,517
Accumulated Amortization	5,294	11,059
Net Carrying Value	$ 4,002	$ 6,458

v3.23.3

GOODWILL AND LONG-LIVED ASSETS - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining amounts in 2023	$ 1,592
2024	4,334
2025	2,852
2026	1,988
2027	1,314
Thereafter	678
Net Carrying Value	$ 12,758	$ 17,641

v3.23.3

INVESTMENTS - Narrative (Details) € in Millions				3 Months Ended		9 Months Ended
	Nov. 08, 2023 USD ($)	Nov. 08, 2023 EUR (€)	Oct. 06, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Oct. 05, 2023	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Available-for-sale securities and fair value option investments				$ 0		$ 0			$ 0
Non-cash remeasurement of investment				25,847,000	$ 0	25,847,000	$ 0
SumUp
Schedule of Equity Method Investments [Line Items]
Equity method investments				93,700,000		93,700,000			$ 119,500,000
Non-cash remeasurement of investment				$ 25,800,000		$ 25,800,000
SumUp | Subsequent Event
Schedule of Equity Method Investments [Line Items]
Percentage of other equity investment sold	11.70%	11.70%	9.40%
Proceed from sale of equity method investments	$ 10,000,000	€ 9.4	$ 8,800,000
Equity method investment, ownership percentage			2.08%					2.29%

v3.23.3

INVESTMENTS - Schedule of Investments (Details)	Sep. 30, 2023	Dec. 31, 2022
Minimum | Equity Securities | Other equity investments
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	1.00%	1.00%
Minimum | Equity Securities | Fair value option investments
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	10.00%	10.00%
Minimum | Debt Securities
Schedule of Equity Method Investments [Line Items]
Available-for-sale securities	1.00%	1.00%
Maximum | Equity Securities | Other equity investments
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	19.00%	19.00%
Maximum | Equity Securities | Fair value option investments
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	19.00%	19.00%
Maximum | Debt Securities
Schedule of Equity Method Investments [Line Items]
Available-for-sale securities	19.00%	19.00%

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
Prepaid expenses	$ 9,042	$ 16,048
Income taxes receivable	8,517	6,691
Deferred cloud implementation cost, net	10,661	9,362
Restricted cash	15,242	331
Other	4,927	8,669
Total prepaid expenses and other current assets	$ 48,389	$ 41,101

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
Deferred contract acquisition costs, net	$ 3,134	$ 4,815
Deferred cloud implementation costs, net	8,330	17,684
Other	4,391	4,992
Total other non-current assets	$ 15,855	$ 27,491

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
Refund reserve	$ 4,394	$ 11,072
Compensation and benefits	10,210	15,005
Accrued marketing	5,687	19,596
Restructuring-related liabilities	1,973	4,782
Customer credits	25,246	36,220
Operating lease obligations	$ 11,195	$ 37,525
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities
Other	$ 39,150	$ 47,252
Total accrued expenses and other current liabilities	$ 97,855	171,452
Accrued payroll taxes, CARES Act		$ 2,700

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
Contingent income tax liabilities	$ 11,387	$ 11,213
Deferred income taxes	3,101	3,100
Other	2,081	4,273
Total other non-current liabilities	$ 16,569	$ 18,586

v3.23.3

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Supplemental Consolidated Balance Sheet & Statement of Operations Information [Abstract]
Interest income	$ 1,002	$ 2,626	$ 9,749	$ 5,399
Interest expense	(2,834)	(3,760)	(13,949)	(9,849)
Gain (loss) from changes in fair value of investment	(25,847)	0	(25,847)	0
Foreign currency gains (losses), net and other	(11,846)	(22,407)	(11,213)	(45,311)
Total other income (expense), net	$ (39,525)	$ (23,541)	$ (41,260)	$ (49,761)

v3.23.3

FINANCING ARRANGEMENTS - Convertible Senior Notes (Details) - Convertible senior notes due 2026 - Senior Notes - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Stated interest rate	1.125%
Effective interest rate	1.83%
Estimated fair value of convertible notes	$ 127.5	$ 133.1
Debt conversion price, premium on stock price	100.00%
Maximum
Debt Instrument [Line Items]
Conversion price (in usd per share)	$ 104.80

v3.23.3

FINANCING ARRANGEMENTS - Schedule of Notes (Details) - Senior Notes - 1.125% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Principal amount	$ 230,000	$ 230,000
Less: debt discount	(3,919)	(5,077)
Net carrying amount of liability	$ 226,081	$ 224,923

v3.23.3

FINANCING ARRANGEMENTS - Schedule of Interest Costs on Notes (Details) - Senior Notes - Atairos Notes And 2026 Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Contractual interest	$ 647	$ 646	$ 1,941	$ 1,940
Amortization of debt discount	388	380	1,158	1,137
Total	$ 1,035	$ 1,026	$ 3,099	$ 3,077

v3.23.3

FINANCING ARRANGEMENTS - Revolving Credit Agreement (Details) - USD ($)	Sep. 30, 2023	Mar. 31, 2023	Feb. 28, 2023
Revolving Credit Facility | 2023 Fourth Amended Credit Agreement
Debt Instrument [Line Items]
Monthly minimum liquidity balance		$ 50,000,000
Aggregate principal amount		75,000,000
Revolving Credit Facility | 2022 Third Amended Credit Agreement
Debt Instrument [Line Items]
Aggregate principal amount			$ 150,000,000
Revolving Credit Facility | Existing Credit Agreement
Debt Instrument [Line Items]
Debt issuance costs	$ 4,600,000
Letter of Credit | 2023 Fourth Amended Credit Agreement
Debt Instrument [Line Items]
Aggregate principal amount		$ 75,000,000

v3.23.3

FINANCING ARRANGEMENTS - Schedule of Amounts Committed to Outstanding Borrowings and Letters of Credit (Details) - Existing Credit Agreement - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Borrowings	$ 46,700	$ 75,000
Letters of credit	$ 25,914	$ 24,900

v3.23.3

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Jun. 13, 2023 USD ($) plaintiff	Sep. 30, 2023 USD ($)	Dec. 31, 2017 USD ($)
Recorded Unconditional Purchase Obligation [Line Items]
Indemnification liabilities		$ 2,800
Maximum exposure of indemnification liability		$ 11,700
Groupon Latin America
Recorded Unconditional Purchase Obligation [Line Items]
Estimated indemnification liability			$ 5,400
Derivative Lawsuits
Recorded Unconditional Purchase Obligation [Line Items]
Loss contingency, number of plaintiffs | plaintiff	4
Litigation settlement amount	$ 950

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Mar. 30, 2023	Sep. 30, 2023	Aug. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option units strike price (in usd per share)		$ 6.00
Total fair value of shares vested		$ 0.8
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs		$ 6.1
Weighted-average period of recognition		10 months 6 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Stock option units issued (in shares)	3,500,000
Stock option units per share value (in usd per share)	$ 0.95
Stock option units strike price (in usd per share)	$ 6.00
Expiration period	3 years
Performance Shares Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs		$ 4.2
Weighted-average period of recognition		6 months 29 days
2011 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award, shares authorized (in shares)			13,775,000
Number of shares available for issuance (in shares)		2,728,411
2011 Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs		$ 2.5
Weighted-average period of recognition		1 year 6 months
2011 Plan | Minimum | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
2011 Plan | Maximum | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Restricted Stock Units
Beginning balance (in shares) | shares	2,876,089
Granted (in shares) | shares	601,314
Vested (in shares) | shares	(1,342,961)
Forfeited (in shares) | shares	(1,210,548)
Ending balance (in shares) | shares	923,894
Weighted-Average Grant Date Fair Value (per unit)
Beginning balance (in usd per share) | $ / shares	$ 19.33
Granted (in usd per share) | $ / shares	5.26
Vested (in usd per share) | $ / shares	19.32
Forfeited (in usd per share) | $ / shares	15.79
Ending balance (in usd per share) | $ / shares	$ 11.32

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Weighted-average Assumptions for Stock Options (Details) - Stock options	9 Months Ended
	Sep. 30, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	$ 0.000
Risk-free interest rate	4.10%
Expected term (in years)	2 years
Expected volatility	78.20%

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Options
Outstanding at beginning balance (in shares) | shares	0
Granted (in shares) | shares	3,500,000
Exercised (in share) | shares	(437,500)
Outstanding at ending balance (in shares) | shares	2,625,000	0
Vested and exercisable (in shares) | shares	437,500
Weighted-Average Exercise Price
Outstanding at beginning balance (in usd per share) | $ / shares	$ 0
Granted (in usd per share) | $ / shares	6.00
Exercised (in usd per share) | $ / shares	6.00
Outstanding at ending balance (in usd per share) | $ / shares	6.00	$ 0
Vested and exercisable (in dollars per share) | $ / shares	$ 6.00
Stock Options Additional Disclosures
Granted, weighted-average remaining contractual term (in years)	3 years
Outstanding, weighted-average remaining contractual term (in years)	2 years 6 months	0 years
Vested and exercisable, weighted-average remaining contractual term (in years)	2 years 6 months
Aggregate Intrinsic Value (in thousands) | $	$ 24,465	$ 0
Vested and exercisable at September 30, 2023 | $	$ 4,078

v3.23.3

STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS - Schedule of Performance Share Unit Activity (Details) - Performance Shares Units	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Performance Share Units
Beginning balance (in shares) | shares	17,269
Granted (in shares) | shares	482,991
Vested (in shares) | shares	(17,269)
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	482,991
Weighted-Average Grant Date Fair Value (per unit)
Beginning balance (in usd per share) | $ / shares	$ 24.13
Granted (in usd per share) | $ / shares	13.31
Vested (in usd per share) | $ / shares	24.13
Forfeited (in usd per share) | $ / shares	0
Ending balance (in usd per share) | $ / shares	$ 13.31

v3.23.3

REVENUE RECOGNITION - Activity in the Liability of Customer Credits (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Customer Credits [Roll Forward]
Customer credits, beginning balance	$ 36,220
Credits issued	62,685
Credits redeemed	(65,944)
Breakage revenue recognized	(7,680)
Foreign currency translation	(35)
Customer credits, ending balance	$ 25,246
Customer credit, period to use within issuance	1 year

v3.23.3

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Capitalized Contract Cost [Line Items]
Deferred contract acquisition costs	$ 4.0		$ 4.0		$ 5.9
Amortization of deferred contract costs	1.8	$ 2.7	6.2	$ 8.3
Variable consideration from unredeemed vouchers sold in prior periods	$ 5.2	$ 7.4	$ 6.2	$ 9.4
Minimum
Capitalized Contract Cost [Line Items]
Deferred contract acquisition cost recognition period	12 months		12 months
Maximum
Capitalized Contract Cost [Line Items]
Deferred contract acquisition cost recognition period	18 months		18 months

v3.23.3

REVENUE RECOGNITION - Activity in Allowance for Expected Credit Losses on Accounts Receivable (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for expected credit losses, beginning balance	$ 4,538
Change in provision	(853)
Write-offs	(631)
Foreign currency translation	15
Allowance for expected credit losses, ending balance	$ 3,069

v3.23.3

RESTRUCTURING AND RELATED CHARGES - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 05, 2022 USD ($) employee	Apr. 30, 2020 position	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring-related impairment					$ 11,800
Gain on termination of lease				$ 0	4,471
Restructuring and related charges
Restructuring Cost and Reserve [Line Items]
Restructuring-related impairment			$ 1,769		2,900
600 West Chicago
Restructuring Cost and Reserve [Line Items]
Gain on termination of lease			$ 4,500		$ 4,500
Option to lease early termination penalty						$ 9,600
2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Reduction in number of positions (in employees) | employee	1,150
Restructuring and related charges, incurred to date				20,500
2022 Restructuring Plan | Minimum
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost (up to)	$ 23,600
2022 Restructuring Plan | Maximum
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost (up to)	$ 30,600
2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Reduction in number of positions (in employees) | position		1,600
Restructuring and related charges, incurred to date				$ 108,900

v3.23.3

RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Activity by Segment (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) employee	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) employee	Sep. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	$ 2,228	$ 4,912	$ 10,333	$ 8,163
2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Employee Severance and Benefit Costs (Credits)	1,342	6,036	9,799	6,036
Other Exit Costs	0	158	1,037	158
Restructuring and related charges	$ 1,342	6,194	$ 10,836	6,194
Number of employees terminated | employee	70		440
2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Employee Severance and Benefit Costs (Credits)	$ (170)	121	$ (2,652)	306
Legal and Advisory Costs (Credits)	(44)	27	(90)	218
Lease-related Charges (Credits)	1,100	(1,430)	2,239	1,445
Restructuring and related charges	886	(1,282)	(503)	1,969
North America | 2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Employee Severance and Benefit Costs (Credits)	690	4,600	5,256	4,600
Other Exit Costs	0	158	1,037	158
Restructuring and related charges	690	4,758	6,293	4,758
North America | 2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Employee Severance and Benefit Costs (Credits)	44	0	44	1
Legal and Advisory Costs (Credits)	5	(1)	7	129
Lease-related Charges (Credits)	660	(1,578)	1,204	(404)
Restructuring and related charges	709	(1,579)	1,255	(274)
International | 2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Employee Severance and Benefit Costs (Credits)	652	1,436	4,543	1,436
Other Exit Costs	0	0	0	0
Restructuring and related charges	652	1,436	4,543	1,436
International | 2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Employee Severance and Benefit Costs (Credits)	(214)	121	(2,696)	305
Legal and Advisory Costs (Credits)	(49)	28	(97)	89
Lease-related Charges (Credits)	440	148	1,035	1,849
Restructuring and related charges	$ 177	$ 297	$ (1,758)	$ 2,243

v3.23.3

RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring Liability Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance	$ 175
Charges payable in cash and changes in estimate	10,836
Cash payments	(10,132)
Foreign currency translation	55
Ending balance	934
2020 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance	4,607
Charges payable in cash and changes in estimate	(2,742)
Cash payments	(840)
Foreign currency translation	14
Ending balance	1,039
Employee Severance and Benefit Costs | 2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance	175
Charges payable in cash and changes in estimate	9,799
Cash payments	(9,394)
Foreign currency translation	55
Ending balance	635
Employee Severance and Benefit Costs | 2020 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance	4,306
Charges payable in cash and changes in estimate	(2,652)
Cash payments	(727)
Foreign currency translation	12
Ending balance	939
Other Exit Costs | 2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance	0
Charges payable in cash and changes in estimate	1,037
Cash payments	(738)
Foreign currency translation	0
Ending balance	299
Other Exit Costs | 2020 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance	301
Charges payable in cash and changes in estimate	(90)
Cash payments	(113)
Foreign currency translation	2
Ending balance	$ 100

v3.23.3

INCOME TAXES - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ 817	$ (4,328)	$ 4,258	$ (4,605)
Income (loss) before provision (benefit) for income taxes	$ (39,989)	$ (59,871)	$ (77,165)	$ (184,750)

v3.23.3

INCOME TAXES - Narrative (Details) - International $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Income Taxes [Line Items]
Proposed assessment for claims	$ 115.7
Decrease in unrecognized tax benefits reasonably possible	$ 7.5

v3.23.3

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-cash remeasurement of investment	$ 25,847	$ 0		$ 25,847	$ 0
Goodwill impairment	0	0	$ 35,400	0	35,424
Restructuring-related impairment					11,800
SumUp
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-cash remeasurement of investment	$ 25,800			$ 25,800
Restructuring and related charges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restructuring-related impairment		$ 1,769			$ 2,900

v3.23.3

INCOME (LOSS) PER SHARE - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator
Net income (loss)	$ (40,806)	$ (55,543)	$ (81,423)	$ (180,145)
Less: Net income (loss) attributable to noncontrolling interests	552	680	1,689	2,157
Net income (loss) attributable to common stockholders	$ (41,358)	$ (56,223)	$ (83,112)	$ (182,302)
Denominator
Weighted-average common shares outstanding, basic (in shares)	31,500,489	30,307,734	31,039,668	30,070,598
Weighted-average common shares outstanding, diluted (in shares)	31,500,489	30,307,734	31,039,668	30,070,598
Basic net income (loss) per share (in usd per share)	$ (1.31)	$ (1.86)	$ (2.68)	$ (6.06)
Diluted net income (loss) per share (in usd per share)	$ (1.31)	$ (1.86)	$ (2.68)	$ (6.06)

v3.23.3

INCOME (LOSS) PER SHARE - Schedule of Weighted-Average Potentially Dilutive Instruments (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	11,178,885	9,071,316	10,766,151	9,303,554
Dilutive effect of contingently issuable shares (in shares)			724,487
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,108,379	2,223,826	1,695,383	2,448,348
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,309,783	0	2,282,890	0
Other stock-based compensation awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,923	94,690	35,078	102,406
Convertible Senior notes due 2026
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,376,400	3,376,400	3,376,400	3,376,400
Capped call transactions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,376,400	3,376,400	3,376,400	3,376,400

v3.23.3

SEGMENT INFORMATION - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

v3.23.3

SEGMENT INFORMATION - Schedule of Revenue by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Revenue by Segment [Line Items]
Total International revenue	$ 126,474	$ 144,390	$ 377,194	$ 450,926
North America
Schedule of Revenue by Segment [Line Items]
Total International revenue	94,936	107,886	280,029	330,174
North America | United States
Schedule of Revenue by Segment [Line Items]
Total International revenue	93,900	105,000	276,000	323,900
North America | Local
Schedule of Revenue by Segment [Line Items]
Total International revenue	88,558	97,843	255,412	296,233
North America | Goods
Schedule of Revenue by Segment [Line Items]
Total International revenue	3,801	5,978	13,646	20,476
North America | Travel
Schedule of Revenue by Segment [Line Items]
Total International revenue	2,577	4,065	10,971	13,465
International
Schedule of Revenue by Segment [Line Items]
Total International revenue	31,538	36,504	97,165	120,752
International | Local
Schedule of Revenue by Segment [Line Items]
Total International revenue	26,900	30,089	79,539	95,350
International | Goods
Schedule of Revenue by Segment [Line Items]
Total International revenue	3,054	4,459	11,029	16,986
International | Travel
Schedule of Revenue by Segment [Line Items]
Total International revenue	$ 1,584	$ 1,956	$ 6,597	$ 8,416

v3.23.3

SEGMENT INFORMATION - Schedule of Cost of Revenue by Segment and Category (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total International cost of revenue	$ 15,796	$ 18,668	$ 48,840	$ 57,231
North America
Segment Reporting Information [Line Items]
Total International cost of revenue	12,462	15,538	38,520	47,676
International
Segment Reporting Information [Line Items]
Total International cost of revenue	3,334	3,130	10,320	9,555
Local | North America
Segment Reporting Information [Line Items]
Total International cost of revenue	10,970	13,388	33,369	40,428
Local | International
Segment Reporting Information [Line Items]
Total International cost of revenue	2,533	2,674	7,571	7,946
Goods | North America
Segment Reporting Information [Line Items]
Total International cost of revenue	678	1,142	2,420	3,849
Goods | International
Segment Reporting Information [Line Items]
Total International cost of revenue	563	125	1,883	521
Travel | North America
Segment Reporting Information [Line Items]
Total International cost of revenue	814	1,008	2,731	3,399
Travel | International
Segment Reporting Information [Line Items]
Total International cost of revenue	$ 238	$ 331	$ 866	$ 1,088

v3.23.3

SEGMENT INFORMATION - Schedule of Contribution Profit by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Operating Income (Loss) by Segment
Revenue	$ 126,474	$ 144,390		$ 377,194	$ 450,926
Cost of revenue	15,796	18,668		48,840	57,231
Marketing	28,898	37,897		76,013	106,685
Contribution profit	81,780	87,825		252,341	287,010
Selling, general and administrative	80,016	119,243		277,913	369,601
Goodwill impairment	0	0	$ 35,400	0	35,424
Long-lived asset impairment	0	0		0	8,811
Restructuring and related charges	2,228	4,912		10,333	8,163
Income (loss) from operations	(464)	(36,330)		(35,905)	(134,989)
North America
Schedule of Operating Income (Loss) by Segment
Revenue	94,936	107,886		280,029	330,174
Cost of revenue	12,462	15,538		38,520	47,676
Marketing	18,990	26,376		48,740	73,996
Contribution profit	63,484	65,972		192,769	208,502
International
Schedule of Operating Income (Loss) by Segment
Revenue	31,538	36,504		97,165	120,752
Cost of revenue	3,334	3,130		10,320	9,555
Marketing	9,908	11,521		27,273	32,689
Contribution profit	$ 18,296	$ 21,853		$ 59,572	$ 78,508

v3.23.3

SEGMENT INFORMATION - Schedule of Total Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	$ 523,862	$ 793,117
North America
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	438,688	669,336
North America | United States
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	435,100	661,300
International
Segment Reporting, Asset Reconciling Item [Line Items]
Consolidated total assets	$ 85,174	$ 123,781

v3.23.3

SUBSEQUENT EVENTS (Details) - Subsequent Event $ / shares in Units, € in Millions, $ in Millions	Nov. 08, 2023 USD ($)	Nov. 08, 2023 EUR (€)	Nov. 07, 2023 USD ($) $ / shares	Oct. 06, 2023 USD ($)	Oct. 05, 2023
SumUp
Subsequent Event [Line Items]
Percentage of other equity investment sold	11.70%	11.70%		9.40%
Equity method investment, ownership percentage				2.08%	2.29%
Proceed from sale of equity method investments	$ 10.0	€ 9.4		$ 8.8
Rights Offering
Subsequent Event [Line Items]
Rights offering amount | $			$ 80.0
Subscription price (in USD per share) | $ / shares			$ 11.30

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