GRPN
Groupon, INC
NASDAQ
10-K: Groupon Inc. Outlines Capital Structure and Governance in 10-K Filing
Sentiment:
Annual Results
15 March 2024 6:58 AM
Groupon's 10-K filing details its capital stock, anti-takeover provisions, and risk factors, providing a comprehensive overview of its corporate structure and potential challenges.
Worse than expected
The document outlines numerous risks and challenges, suggesting that the company's future performance may be worse than expected.
Summary
- Groupon's authorized capital stock consists of 100,500,000 shares of common stock and 50,000,000 shares of preferred stock, with no preferred stock currently outstanding.
- The company's board of directors has the authority to issue preferred stock, which could potentially dilute the voting power of common stockholders.
- The document outlines various anti-takeover provisions, including limitations on special meetings, written consent, and cumulative voting.
- Groupon is subject to Section 203 of the Delaware General Corporation Law, which restricts business combinations with interested stockholders for three years.
- The company's common stock is listed on the NASDAQ Global Select Market under the symbol GRPN.
- The filing also details the company's business strategy, focusing on becoming a trusted marketplace for local services and experiences.
- Groupon operates in two segments, North America and International, and in three categories: Local, Goods, and Travel.
- Approximately 80% of Groupon's global transactions were completed on mobile devices in 2023.
- The company uses various marketing channels, including search engines, email, and social media, to acquire and retain customers.
- Groupon's human capital management strategy focuses on people and culture, diversity, equity, and inclusion, and competitive compensation and benefits.
- The company completed the migration of its infrastructure to a multi-cloud environment in early 2023.
- As of December 31, 2023, Groupon had 2,213 employees globally.
- The company faces competition from other marketplaces, companies in specific verticals, and traditional advertising services.
- Groupon is subject to various laws and regulations, including the CARD Act, GDPR, and CPRA, which govern consumer data and online transactions.
- The company protects its intellectual property through trademarks, patents, and trade secrets.
- The document lists Dusan Senkypl as Interim CEO and Jiri Ponrt as CFO.
- The aggregate market value of shares held by non-affiliates was $128,952,000 as of June 30, 2023.
- As of March 12, 2024, there were 38,970,320 shares of common stock outstanding.
Sentiment
Score: 4
Explanation: The document is largely factual and descriptive, but the numerous risk factors and challenges outlined suggest a cautious outlook. The lack of positive financial metrics and the presence of anti-takeover provisions contribute to a slightly negative sentiment.
Positives
- The company has a well-defined capital structure with a significant number of authorized common shares.
- Groupon has a diverse marketing strategy utilizing multiple channels to reach customers.
- The company has invested in a modern multi-cloud technology infrastructure.
- Groupon has a comprehensive human capital management strategy focused on people, culture, and diversity.
- The company has a global presence with operations in multiple countries.
Negatives
- The board's authority to issue preferred stock could dilute common stock voting power.
- Anti-takeover provisions may discourage potential acquisitions.
- The company faces strong competition in the e-commerce and local experiences market.
- Groupon is subject to complex and evolving laws and regulations.
- The company is exposed to risks related to technology, cybersecurity, and fraud.
Risks
- The company's strategy may not be successful, and restructuring plans could be disruptive.
- Operating results may vary significantly from quarter to quarter.
- International operations are subject to various political, economic, and regulatory challenges.
- The company's success depends on providing a superior mobile experience.
- Increased refund rates or liabilities for unredeemed vouchers could adversely affect financial results.
- The loss of key executives or failure to attract and retain talent could harm the business.
- Cybersecurity breaches could damage the company's reputation and lead to financial losses.
- The company may face difficulties in managing minority investments.
- Groupon may be subject to substantial liability claims and damage to its brand.
- The company may not be able to adequately protect its intellectual property rights.
- The application of certain laws and regulations, including the CARD Act, may harm the business.
- The company's access to capital may be limited, and it may not be able to raise funds necessary to settle debt.
- The trading price of the company's common stock is highly volatile.
Future Outlook
The document contains forward-looking statements regarding the company's future results of operations, financial position, business strategy, and objectives, but cautions that actual results may differ materially due to various risks and uncertainties.
Management Comments
- Our strategy is to be the trusted marketplace where customers go to buy local services and experiences.
- We plan to grow our revenue by building long-term relationships with local merchants to strengthen our inventory selection and by enhancing the customer experience.
- Attracting and securing top-notch talent from around the world is the cornerstone of our future.
Industry Context
This announcement reflects the challenges and opportunities faced by companies in the e-commerce and local experiences market, including the need to adapt to changing consumer behavior, manage competition, and comply with evolving regulations.
Comparison to Industry Standards
- The capital structure outlined is typical for a publicly traded company, with both common and preferred stock authorized.
- The anti-takeover provisions are common among companies seeking to protect themselves from hostile acquisitions.
- The risk factors listed are consistent with those faced by other technology and e-commerce companies.
- The reliance on mobile transactions and digital marketing is in line with industry trends.
- The focus on data privacy and security reflects the increasing importance of these issues in the tech sector.
Stakeholder Impact
- Shareholders may be impacted by the volatility of the company's stock price and the potential dilution from preferred stock issuance.
- Employees may be affected by potential workforce reductions and changes in compensation and benefits.
- Customers may be impacted by changes in the company's offerings and service quality.
- Merchants may be affected by changes in the company's platform and payment terms.
- Creditors may be impacted by the company's ability to manage its debt and access capital.
Next Steps
- The company plans to continue implementing its strategy to become a trusted marketplace for local services and experiences.
- Groupon will continue to focus on building long-term relationships with local merchants and enhancing the customer experience.
- The company will continue to monitor and address the various risks and challenges outlined in the document.
Legal Proceedings
- The company is involved in pending litigation and other claims, and an adverse resolution of such matters may adversely affect the business.
Key Dates
- None found.
Keywords
capital stock, corporate governance, risk factors, e-commerce, marketplace, mobile, marketing, cybersecurity, intellectual property, regulation
GRPN
Groupon, INC
NASDAQ
Sector: Communication Services
Filings with Classifications
Capital raise
18 June 2025 7:29 AM
Financing Transaction Announcement
- The company is issuing $244,071,000 aggregate principal amount of new 4.875% Convertible Senior Notes due 2030 in exchange for existing notes. While it's an exchange and not a cash raise, it is a form of capital restructuring that impacts the company's debt capital.
Delay expected
17 June 2025 3:40 PM
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Delay expected
17 June 2025 3:39 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Delay expected
17 June 2025 3:39 PM
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Delay expected
16 June 2025 3:48 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an "inadvertent administrative oversight."
Worse than expected
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 was filed late, indicating a lapse in regulatory compliance due to an inadvertent administrative oversight.
Delay expected
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 filing itself was delayed, submitted late due to an inadvertent administrative oversight.
Delay expected
4 June 2025 5:36 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, as stated in the filing.
Better than expected
27 May 2025 1:31 PM
Insider Transaction Report Amendment
- The vesting of 109,250 Performance Share Units indicates that Groupon successfully met a pre-established stock price hurdle, which is a positive performance indicator for the company's stock.
Worse than expected
7 May 2025 4:11 PM
Earnings Press Release
- Global revenue decreased by 5% year-over-year, indicating a decline in overall sales performance.
- Adjusted EBITDA decreased from $19.5 million to $15.3 million, suggesting a decrease in profitability.
Worse than expected
7 May 2025 4:11 PM
Quarterly Report
- Revenue decreased from $123.08 million to $117.19 million, indicating a worse than expected performance.
- Adjusted EBITDA decreased from $19.52 million to $15.33 million, indicating a worse than expected performance.
Worse than expected
28 April 2025 4:07 PM
Proxy Statement
- The company reported a net loss of $57 million in 2024.
- The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
Worse than expected
11 March 2025 4:13 PM
Earnings Release
- While North America Local billings showed positive growth, overall revenue, gross billings, and unit sales decreased year-over-year, and the company reported a net loss for both the quarter and the full year.
Worse than expected
11 March 2025 4:12 PM
Annual Results
- Gross billings, units, revenue, and gross profit all decreased year-over-year, indicating a decline in overall business activity.
Capital raise
19 November 2024 4:10 PM
Debt Issuance Announcement
- The document details a capital raise of $20 million through the issuance of convertible senior secured notes.
- The total issuance was $197.26 million, with the majority being an exchange of existing debt.
Worse than expected
12 November 2024 4:51 PM
Quarterly Report
- The company's revenue, gross profit, and adjusted EBITDA all decreased compared to the same period last year, indicating worse than expected results.
Capital raise
12 November 2024 4:51 PM
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The company entered into exchange and subscription agreements for $197.3 million of new convertible senior secured notes due 2027.
Delay expected
12 November 2024 4:51 PM
SEC Form 4 Filing
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Capital raise
12 November 2024 4:50 PM
Financing Announcement
- Groupon is raising $20 million in gross cash proceeds through the issuance of new 2027 convertible secured notes.
- The company is also exchanging $176.26 million of existing 2026 notes for new 2027 notes, which is a form of capital restructuring.
Better than expected
30 July 2024 4:19 PM
Quarterly Report
- The company reported a smaller net loss compared to the same quarter last year.
- The company achieved positive operating and free cash flow.
- North America local revenue grew by 7% year-over-year.
Worse than expected
30 July 2024 4:18 PM
Quarterly Report
- The company's revenue decreased slightly year-over-year, indicating a worse performance than expected in terms of top-line growth.
Better than expected
9 May 2024 4:09 PM
Quarterly Report
- The company's results were better than expected as they exceeded the high end of guidance.
- The company achieved its first consolidated revenue growth since 2016.
- Adjusted EBITDA turned positive, a significant improvement from the previous year.
Worse than expected
9 May 2024 4:06 PM
Quarterly Report
- While the net loss improved, the company still reported a loss and gross billings decreased, indicating worse than expected performance.
Capital raise
9 May 2024 4:06 PM
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The rights offering was fully backstopped by Pale Fire Capital SICAV a.s.
Capital raise
7 May 2024 9:26 AM
Executive Appointment and Compensation Announcement
- The company is seeking stockholder approval to increase the number of shares available under the 2011 Incentive Plan by 7,000,000 shares.
- This increase is necessary to cover the PSU awards granted to the CEO and CFO, as well as future awards to other employees.
Capital raise
29 April 2024 5:25 PM
Proxy Statement
- The Pale Fire Parties amended and restated the Standstill Agreement to (a) modify the termination date from the earlier to occur of forty-five days following the date on which Mr.
- Senkypl shall cease to serve for any reason as Interim Chief Executive Officer or Chief Executive Officer of the Company to December 31, 2024; and (b) exclude any and all shares of common stock purchased by the Pale Fire Parties in connection with (i) their exercise of basic subscription rights prior to the expiration of the Rights Offering, (ii) fully purchasing any and all unsubscribed shares in the Rights Offering following its expiration, and (iii) the exercise of their over-subscription privileges, if applicable, from the Pale Fire Parties existing 25% beneficial ownership limitation.
Capital raise
15 March 2024 7:05 AM
Quarterly Report
- In January 2024, Groupon closed a fully backstopped Rights Offering that was oversubscribed and raised $80.0 million.
Better than expected
15 March 2024 7:05 AM
Quarterly Report
- The company's Q4 results were better than expected, with positive net income and adjusted EBITDA, which is a significant improvement from previous quarters.
- The company also resolved its going concern issue, which was a major concern in previous periods.
Worse than expected
15 March 2024 6:58 AM
Annual Results
- The document outlines numerous risks and challenges, suggesting that the company's future performance may be worse than expected.
Capital raise
14 February 2024 7:29 PM
Debt Repayment Announcement
- Groupon conducted an $80 million fully backstopped rights offering.
- The rights offering was made available to all holders of record of the company's common stock.
- The proceeds from the rights offering were used to repay debt and for general corporate purposes.
Capital raise
22 January 2024 8:30 AM
Capital Raise Announcement
- Groupon completed an $80 million rights offering.
- The offering was fully backstopped and significantly oversubscribed.
- The company issued 7,079,646 shares at $11.30 per share.
Better than expected
12 January 2024 8:41 AM
Business Update
- The company expects Q4 2023 results to be at or above the high end of guidance, indicating better than expected performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.