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RESTRUCTURING AND RELATED CHARGES

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND RELATED CHARGES

RESTRUCTURING AND RELATED CHARGES

Italy Restructuring Plan

In July 2024, Groupon S.r.l.'s Board approved the exit of the local business in Italy and the related restructuring actions associated with the exit. We expect to incur pre-tax charges of up to $3.0 million in connection with these restructuring actions. The restructuring actions are expected to include an overall reduction of approximately 33 positions, with the majority of these reductions and severance-related payments expected to occur by the end of 2024. Substantially all of the pre-tax charges are expected to be paid in cash and will relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. We have incurred total pre-tax charges of $0.9 million for statutorily required amounts and there have been no cash payments as of September 30, 2024. In October 2024, we paid $1.4 million related to severance and one-time termination benefits under the Italy Restructuring Plan. The remaining severance and one-time termination benefit costs are expected to be paid by the end of 2024. Costs incurred related to the Italy Restructuring Plan are classified as Restructuring and related charges on the Condensed Consolidated Statements of Operations. All activity is within our International segment.

2022 and 2020 Restructuring Plans

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 the 2022 Cost Savings Plan, 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 included the 2022 Restructuring Plan, approved by our Board in August 2022. 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 through natural attrition or involuntary termination. The majority of these reductions were completed as of March

31, 2023 and the remainder expected to occur by the end of 2024. We have incurred total pre-tax charges of $21.3 million since the inception of the 2022 Restructuring Plan. A majority of the pre-tax charges have been paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs.

The following tables summarize activity by segment related to the 2022 Restructuring Plan for the three and nine months ended September 30, 2024 and 2023 (in thousands):

						Three Months Ended September 30, 2024
						Employee Severance and Benefit Costs (Credits) (1)						Other Exit Costs						Total Restructuring Charges (Credits)
North America						$	—					$	—					$	—
International						5						—						5
Consolidated						$	5					$	—					$	5

(1)The employee severance and benefits costs for the three months ended September 30, 2024 are related to the termination of approximately 3 employees.

						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, 2024
						Employee Severance and Benefit Costs (Credits) (1)						Other Exit Costs						Total Restructuring Charges (Credits)
North America						55						1						56
International						(164)						—						(164)
Consolidated						(109)						1						(108)

(1)The employee severance and benefits costs for the nine months ended September 30, 2024 are related to the termination of approximately 15 employees and the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period.

						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.

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, 2023			$	544					$	44					$	588
Charges payable in cash and changes in estimate (1)			(109)						1						(108)
Cash payments			(249)						(45)						(294)
Foreign currency translation			(36)						—						(36)
Balance as of September 30, 2024			$	150					$	—					$	150

(1)Primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period.

2020 Restructuring Plan

In April 2020, the Board approved the 2020 Restructuring Plan. Our actions under this plan were substantially completed in 2021 and our current and future charges or credits will be from changes in estimates. For additional plan details, see Part II, Item 8, Note 13. Restructuring and Related Charges in our Annual Report on Form 10-K for the year ended December 31, 2023.

The following tables summarize activity by segment related to the 2020 Restructuring Plan for the three and nine months ended September 30, 2024 and 2023 (in thousands):

						Three Months Ended September 30, 2024
						Employee Severance and Benefit Costs (Credits)						Legal and Advisory Costs (Credits)						Lease-related Charges (Credits)						Total Restructuring Charges (Credits)
North America						$	—					$	—					$	—					$	—
International						(25)						(5)						—						(30)
Consolidated						$	(25)					$	(5)					$	—					$	(30)

						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 (1)						(214)						(49)						440						177
Consolidated						$	(170)					$	(44)					$	1,100					$	886

(1) The credit recorded during the three 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.

						Nine Months Ended September 30, 2024
						Employee Severance and Benefit Costs (Credits)						Legal and Advisory Costs (Credits)						Lease-related Charges (Credits)						Total Restructuring Charges (Credits)
North America (1)						$	—					$	—					$	(293)					$	(293)
International						—						10						83						93
Consolidated						$	—					$	10					$	(210)					$	(200)

(1) The credit recorded during the nine months ended September 30, 2024 primarily relates to an over contribution of estimated real estate taxes in 2023 for the terminated lease at 600 West Chicago.

						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 (1)						(2,696)						(97)						1,035						(1,758)
Consolidated						$	(2,652)					$	(90)					$	2,239					$	(503)

(1) The credit recorded during the 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.

As part of our 2020 Restructuring Plan, we terminated, vacated or modified several of our leases. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago that expired in January 2024, which required us to pay a fee of $9.6 million with our early termination notice. As of September 30, 2024, all of our leases that were part of the 2020 Restructuring Plan have expired or have been terminated. For the three and nine months ended September 30, 2024, our restructuring activity related to those leases had immaterial activity. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, and other variable lease costs related to the leased facilities vacated as part of our 2020 Restructuring Plan are presented within Restructuring and related charges in the Condensed Consolidated Statements of Operations. As of September 30, 2023, the current and non-current liabilities associated with these leases were 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, 2023			$	839					$	214					$	1,053
Charges payable in cash and changes in estimate			—						10						10
Cash payments			(119)						(162)						(281)
Foreign currency translation			(22)						(5)						(27)
Balance as of September 30, 2024 (1)			$	698					$	57					$	755

(1)Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed.

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- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

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-Topic 420
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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