XML 25 R14.htm IDEA: XBRL DOCUMENT
v3.20.2

STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | 6 Months Ended
--- | ---
Jun. 30, 2020
Share-based Payment Arrangement [Abstract] |
STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY AND COMPENSATION ARRANGEMENTS Reverse Stock Split On June 9, 2020, our stockholders approved amendments to our Restated Certificate of Incorporation to effect a reverse stock split of our shares of common stock, and our Board approved a final reverse stock split ratio of 1-for-20 and a corresponding reduction in the number of authorized shares of our common stock. The reverse stock split became effective on June 10, 2020. On the effective date, every 20 shares of issued and outstanding common stock were combined and converted into one issued and outstanding share of common stock. The number of authorized shares of Common Stock was reduced proportionately. Fractional shares were cancelled and stockholders received cash in lieu thereof and the par value per share of common stock remains unchanged. A proportionate adjustment was also made to the maximum number of shares of common stock issuable under the Groupon, Inc. Stock Plans (the "Plans"), and the Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended ("ESPP"). As a result, the number of shares and income (loss) per share disclosed throughout this Quarterly Report on Form 10-Q have been retrospectively adjusted to reflect the reverse stock split. Common Stock Pursuant to our restated certificate of incorporation, as of June 30, 2020, the Board had the authority to issue up to a total of 100,500,000 shares of common stock. Each holder of common stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. In addition, holders of our common stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Share Repurchase Program In May 2018, the Board authorized us to repurchase up to $300.0 million of our common stock under our share repurchase program. During the three and six months ended June 30, 2020, we did not purchase any shares under the program. As of June 30, 2020, up to $245.0 million of common stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Amended Credit Agreement, share price and other factors, and the share repurchase program may be terminated at any time. Groupon, Inc. Stock Plans The Plans are administered by the Compensation Committee of the Board (the "Compensation Committee"). As of June 30, 2020, 3,399,506 shares of common stock were available for future issuance under the Plans. The stock-based compensation expense related to stock awards issued under the Plans and acquisition-related awards are presented within the following line items of the condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019 (in thousands):
| Three Months Ended June 30, |  |  |  | Six Months Ended June 30, |  |
| 2020 |  | 2019 |  | 2020 |  | 2019
Cost of revenue | $ | 81 |  |  | $ | 380 |  |  | $ | 340 |  |  | $ | 758 |
Marketing | (33) |  |  | 1,490 |  |  | 841 |  |  | 2,915 |
Selling, general and administrative | 8,495 |  |  | 24,693 |  |  | 21,377 |  |  | 39,301 |
Restructuring and related charges | 1,424 |  |  | — |  |  | 1,424 |  |  | — |
Total stock-based compensation expense | $ | 9,967 |  |  | $ | 26,563 |  |  | $ | 23,982 |  |  | $ | 42,974 |
We capitalized $1.2 million and $2.2 million of stock-based compensation for the three months ended June 30, 2020 and 2019, and $2.3 million and $3.5 million for the six months ended June 30, 2020 and 2019 in connection with internally-developed software and cloud computing arrangements. Employee Stock Purchase Plan The ESPP authorizes us to grant up to 1,000,000 shares of common stock under that plan as of June 30, 2020. For the six months ended June 30, 2020 and 2019, 28,621 and 35,964 shares of common stock were issued under the ESPP. Restricted Stock Units The restricted stock units granted under the Plans generally have vesting periods between one and four years and are amortized on a straight-line basis over their requisite service period. The table below summarizes restricted stock unit activity under the Plans for the six months ended June 30, 2020:
| Restricted Stock Units |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2019 | 1,527,014 |  |  | $ | 74.80 |
Granted | 1,046,656 |  |  | 30.69 |
Vested | (493,114) |  |  | 79.81 |
Forfeited | (566,981) |  |  | 70.90 |
Unvested at June 30, 2020 | 1,513,575 |  |  | 43.95 |
As of June 30, 2020, $55.2 million of unrecognized compensation costs related to unvested restricted stock units are expected to be recognized over a remaining weighted-average period of 1.29 years. Performance Share Units We grant performance share units under the Plans that vest in shares of our common stock upon the achievement of financial and operational targets specified in the respective award agreement ("Performance Share Units"). During the six months ended June 30, 2019, we also granted performance share units subject to a market condition ("Market-based Performance Share Units"). The Market-based Performance Share Units will vest if our average daily closing stock price is equal to or greater than $120.00 per share over a period of 30 consecutive trading days prior to December 31, 2022 or if a change in control occurs during the performance period at the specified stock price (and on a proportional basis for a change in control price between the grant date price and the specified stock price). We used a Monte Carlo simulation to calculate the grant date fair value of the awards and the related derived service period over which we recognized the expense. The key inputs used in the Monte Carlo simulation were the risk-free rate, our volatility of 49.8% and our cost of equity of 12.8%. We did not recognize any compensation costs related to our Market-based Performance Share Units during the three months ended June 30, 2020 as the derived service period ended during the first quarter 2020, at which time these awards were fully expensed. Our Performance Share Units and Market-based Performance Share Units are subject to continued employment through the performance period dictated by the award and certification by the Compensation Committee that the specified performance conditions have been achieved. The table below summarizes Performance Share Unit activity under the Plans for the six months ended June 30, 2020:
| Performance Share Units |  | Weighted-Average Grant Date Fair Value (per unit) |  | Market-based Performance Share Units |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2019 | 203,853 |  |  | $ | 79.76 |  |  | 341,002 |  |  | $ | 60.60 |
Granted | — |  |  | — |  |  | — |  |  | — |
Vested | (102,692) |  |  | 80.77 |  |  | — |  |  | — |
Forfeited | (64,862) |  |  | 79.92 |  |  | — |  |  | — |
Unvested at June 30, 2020 | 36,299 |  |  | 79.10 |  |  | 341,002 |  |  | 60.60 |
Maximum shares issuable upon vesting at June 30, 2020 | 36,299 |  |  |  |  | 341,002 |  |  |
As of June 30, 2020, $1.3 million of unrecognized compensation costs related to unvested Performance Share Units are expected to be recognized over a remaining weighted-average period of 1.60 years. We have recognized all compensation costs related to our unvested Market-Based Performance Share Units. For the six months ended June 30, 2020 we recognized $0.6 million of stock-based compensation expense for Performance Share Units for which the service inception date occurred in the first quarter of 2020 and preceded the grant date, as the awards' performance targets were not yet defined due to the impact of COVID-19. The unrecognized compensation costs related to those performance share units was $1.4 million to be recognized over a remaining weighted-average period of 1.58 years.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration