Groupon Q3 2024 Earnings Report $18.96 +0.02 (+0.11%) As of 03:43 PM Eastern This is a fair market value price provided by Polygon.io. Learn more. Earnings HistoryForecast Groupon EPS ResultsActual EPS$0.33Consensus EPS -$0.25Beat/MissBeat by +$0.58One Year Ago EPS-$0.22Groupon Revenue ResultsActual Revenue$114.48 millionExpected Revenue$119.02 millionBeat/MissMissed by -$4.54 millionYoY Revenue GrowthN/AGroupon Announcement DetailsQuarterQ3 2024Date11/12/2024TimeAfter Market ClosesConference Call DateTuesday, November 12, 2024Conference Call Time5:00PM ETUpcoming EarningsGroupon's Q1 2025 earnings is scheduled for Thursday, May 8, 2025, with a conference call scheduled at 5:00 PM ET. Check back for transcripts, audio, and key financial metrics as they become available.Q1 2025 Earnings ReportConference Call ResourcesConference Call AudioConference Call TranscriptSlide DeckPress Release (8-K)Quarterly Report (10-Q)Earnings HistoryGRPN ProfileSlide DeckFull Screen Slide DeckPowered by Groupon Q3 2024 Earnings Call TranscriptProvided by QuartrNovember 12, 2024 ShareLink copied to clipboard.There are 6 speakers on the call. Operator00:00:00Hello, and welcome to Groupon's Third Quarter 2024 Financial Results Conference Call. On the call today are Chief Executive Officer, Dushyant Sankupol Chief Financial Officer, Yajit Pankh and Senior Vice President of Corporate Development and Investor Relations, Rana Kashyap. At this time, all participants are in a listen only mode. A question and answer session will follow the company's formal remarks. Today's conference call is being recorded. Operator00:00:27Before we begin, Groupon would like to remind listeners that the following discussion and responses to your questions reflects management's views as of today, November 12, 2024 only, and will include forward looking statements. Actual results may differ materially from those expressed or implied in the company's forward looking statements. Groupon undertakes no obligation to update these forward looking statements as a result of new information or future events. Additional information about risks and other factors that could potentially impact the company's financial results are included in its earnings press release and in its filings with the SEC, included in quarterly report on Form 10Q. We encourage investors to use Groupon's Investor Relations website at investor. Operator00:01:10Groupon.com as a way of easily finding information about the company. Groupon promptly makes available on this website the reports that the company files or furnishes with the SEC, corporate governance information, and select press releases and social media postings. On the call today, the company will discuss the following non GAAP financial measures: adjusted EBITDA and free cash flow. In Groupon's press release and their filings with the SEC, each of which is posted on the Investor Relations website, you will find additional disclosures regarding these non GAAP measures, including reconciliations of these measures to the most comparable measures under US GAAP. And with that, I'm happy to turn the call over to Dusan. Speaker 100:01:54Hello, and thanks for joining us for our Q3 2024 earnings call. It's a pleasure to be with all of you. Today's prepared remarks are posted on our Investor Relations website along with an investor presentation, which I will refer to during my remarks. In addition, I encourage you to review our press release and 10 Q, which contain more detail on our Q3 results. I will start today's call on Slide 5 and cover the key highlights of our Q3. Speaker 100:02:25Overall, despite many positives, we had a tough quarter as our North America business was impacted by previously disclosed technical issues related to our various platform migrations. We ended Q3 at the low end of our guidance on revenue, but beat the high end on EBITDA. Let me outline the key highlights and consideration for the quarter and then I will use my remaining time to dive deeper into each point. First, we saw a positive development in international local, where excluding Italy, we delivered revenues -2% year over year and exited the quarter with stable and improving trends. While international still runs on our old tech stack, we are seeing success implementing our marketplace playbook to reinvigorate our local experiences marketplace in several countries. Speaker 100:03:20Just like we saw in North America local, the positive development in international local gives us additional confidence we know the steps needed to return this business to growth. 2nd, while our overall North America business faced headwinds, we delivered a strong summer things to do season, highlighted by expanding relationships with several national brands who turned to Groupon to help drive incremental performance during their most important season. As we review our business performance versus the market and competition, we believe that our things to do vertical grew faster this summer than both the market and other online marketplaces focused on this vertical. The strength of our things to do vertical is a positive proof point that when we have the correct value proposition, our platform delivers strongly for both merchants and customers. 3rd, we reached an important milestone of 100% mobile web and desktop traffic in North America on our new website. Speaker 100:04:21Since reaching 100%, we have already seen a material increase in the speed of new feature development, which will be an important driver of our future product roadmap. We are excited to leverage our new front ends to bring expanded gifting experiences and product features like video to our customers during this holiday season. 4th, we are seeing growth of new customer cohorts in North America. This has helped stabilize overall North America active customer counts, and we are seeing year over year growth excluding goods. We believe this is a positive signal that our new customer acquisition engine works, an important driver of future growth for our company. Speaker 100:05:045th, on the balance sheet, we are pleased to announce an agreement to raise $197,000,000 in new secured convertible debt, maturing 2027 with a 6.25 percent coupon and a $30 strike price. While Yousiy will cover more details in his remarks, I believe this new round of financing helps to provide the company with additional financial flexibility to navigate our transformation at attractive terms. Finally, while we fixed many of our platform migration challenges in the Q3, we did experience a one time drop in the retention rates of our legacy customers, which we expect will provide a headwind to future financial performance for a period of time. Turning to Slide 6, international local. While we initially focused our supply transformation efforts in North America local, we always believed those same local marketplace principles can also be applied to our international markets. Speaker 100:06:05In fact, when I first got involved in Groupon in 2022, Spain was the 1st market to start applying the marketplace playbook and has emerged as a positive story with strong double digit growth. Spain is a great study for how our marketplace playbook works. As we highlighted in our transformation plan back in the Q1 of 2023, everything starts with supply. If we win the right supply, demand will follow. The first step to filling the right supply is rebuilding our sales capacity. Speaker 100:06:38We are doing this with localized sales teams covering specific cities and implementing a strong performance management culture with effective sales leadership focusing on activity and consistency. As we improve the sales capacity, the next step in our marketplace playbook is to repopulate main categories starting with the foundation of basic inventory selection. Think of the merchandise in a convenient store and the minimum required to be a relevant service in Veracity. We have robust historical data that shows us what basic services we need to cover for a particular market. The key is to have a super restrictive focus that gives very tight guidelines on what kind of inventory we want our sales representatives to target. Speaker 100:07:25Once we restock the basic storefront, the next step is to bring customers back to our site and interact with our merchandise. Here, we have found one efficient way to drive traffic is targeting high volume deals with a focus on national brands. With an efficient sales strategy focused on rebuilding supply in key categories and customer traffic increasing organically with high volume deals, we then can start ramping up marketing spend, which adds fuel to our marketplace 5 year. Excluding the exit of Italy, we see positive results in international. While not all our countries have made as much progress as Spain, we can see several green shoots, and we expect overall international local to improve further. Speaker 100:08:11Importantly, we have not seen a significant impact to international markets from our platform changes as we largely continue to operate those markets on our legacy tech platform. Slide 7, turning to North America local. We took a big step back in the Q3 compared against our 2nd quarter results, moving from plus 7% to minus 8% year over year. A few comments to bridge this 1500 basic point change in performance. 1st, after commenting for 2 quarters that we had tailwinds in refunds and variable consideration, this quarter, those tailwinds reversed and become headwinds. Speaker 100:08:532nd, the Q2 this year benefited from an easy year over year compare in revenue growth from paid marketing campaigns as last year's Q2 was the truth in marketing spend as a percentage of gross profits as we had rebuilt our performance campaigns and started to ramp up marketing spend in Q3 2023. 3rd, legacy customer cohorts. Groupon has many users that made their first purchase over a decade ago and follow a mostly established pattern of usage. While we expect legacy customer cohorts to decline over time, we have multiple initiatives aimed at improving retention of these customers. For example, we saw a strong improvement in legacy customer retention during Q4 last year, setting a strong foundation for year over year performance in our legacy cohorts in the first half of twenty twenty four. Speaker 100:09:46Beginning in July and continuing into August, we observed a decline in retention rates for our legacy customers compared to the same period in prior years. While we fixed many of our platform changes and migration challenges and saw our retention curve stabilize in September, we have not yet seen a bounce back in those cohort curves. It's possible that they come back this Q4, but it's also possible that the changes we made created enough friction to lose a certain segment of our audience for good. As previously stated, this one time drop in the retention rates of our legacy customer cohorts may provide a headwind to future financial performance for a period of time. Despite the step back in performance in Q3, I continue to see massive potential in our North America local business. Speaker 100:10:36We continue to make progress against our playbook, including ramping up our sales capacity, covering the proper categories and bringing on great volume drivers to get the flywheel going. And we have a lot more room to run. For example, if you look at our top metro areas, we believe we still have significant room to make improvements on our coverage of basic inventory. The way we measure potential is not based on number of merchants, but rather going at a category level and indexing the relative performance of our best performing divisions weighted by the size of addressable market. Slide 8. Speaker 100:11:15While there are still many moving pieces in Groupon's transformation, one positive story emerging is our new customer acquisition engine. When Groupon first launched in 2,009, the Internet market was a highly fragmented ecosystem of players vying to serve as the front door to the Internet. Groupon sought to leverage its position in local commerce, e commerce and deals to establish itself as one of these key entry points. Today, the online ecosystem has matured and consolidated to a few very large platforms who act as the front doors to the Internet for a very high percentage of consumers. Many growing and established e commerce or Internet marketplace firms have built their customer acquisition engines on top of these platforms because of their enormous scale and tapping into this traffic is a huge opportunity for Groupon to drive new customer acquisition. Speaker 100:12:11This insight is at the heart of our pilot last year to reposition our marketing engine and marketing spend towards acquiring new customers in channels where we can build measurable and scalable campaigns with a clear ROI. Our current philosophy is to run our marketing channels with target ROI of 1. It means that if we spend $100 then we expect to earn back $100 in Groupon's commissions over a 2 week period. Therefore, as long as we hit our ROI targets, our marketing payback is almost immediate and we profit on any subsequent purchase. When we look at a monthly cohort view, new customer cohorts are spending approximately 1.4x their initial purchase by the time they reach month 12. Speaker 100:12:58This is a good start, but next year we will be prioritizing initiatives to improve the customer lifetime value and the purchase frequency of new customers. In the Q3, we did not achieve our ROI targets as our platform changes resulted in inefficient marketing campaigns. In September October, we also saw the effectiveness of our campaigns reduce, largely related to what we believe are the impacts to marketing effectiveness during the U. S. Presidential election. Speaker 100:13:28Since the election, we have observed a significant improvement in our marketing channels' efficiency. Slide 9, moving to product and engineering. Given the progress in international running on our old tech stack, I believe it is reasonable to conclude that had we not made the tech changes in North America, we would likely be reporting that our consolidated business was growing this quarter. But then we would still be working on our old tech platform, which is highly inefficient, unstable and extremely difficult to develop on. This technical debt would serve as a heavy anchor on any future product initiatives. Speaker 100:14:06And while we would have reported a positive quarter, that result would not be building towards our long term future of sustained growth. In my career, I have been through many platform upgrades, and it was common to see a performance drop at the outset of a change before rapid iterations improved the new platform to the point where performance eclipsed the old platform. I'm also aware of other legacy technology companies who embark on multi year migrations just to modify one small component of Verstack in order to protect performance. At Groupon, given the overall situation, one of my goals was to transform our platform with a neutral impact to performance as quickly as possible. Between the 2, for the past several quarters, I was willing to move slower on our projects to protect performance, but now I believe the time has come where we must accept sacrificing some short term performance for the long term growth of the business as we modernize our tech stack. Speaker 100:15:07I am excited to see how we will be able to use new front end platform as a flywheel to power the path to sustained revenue growth. Let me give you a few examples of what we are currently working on. Platform for performance. Our new frontend will be able to get us to faster, more stable customer experiences. While we are not there, we see strong pace of weekly improvements in this direction, and we believe by the end of Q4, the new platform will be superior to legacy, which will also position us better for SEO and SEM as we should be able to drive more traffic and have higher conversions. Speaker 100:15:45Increased customer value, new features like improved personalization and search relevance, merchant pages and AI driven FAQs inspire customer interactions and increase retention, while optimized targeting and personalized content improve visit frequency. Global reach and flexibility. Our new front end's expanded language capabilities mean we can reach and engage diverse customers and merchants, mainly Spanish speaking population in the U. S. With relevant offerings. Speaker 100:16:16Positive early results for App. With the new App in beta showing solid performance in NA, we are focusing on fine tuning for a full rollout early in 2025, as we don't want to raise holiday season and we have sufficient functionality with gifting support in legacy app. We expect to migrate international markets during the first half of 2025. Platform for future. We have high expectations in terms of agility and development speed. Speaker 100:16:45We can see significantly faster development times and ability to bring new features to the market versus legacy. Gifting. As we enter into Q4 holiday season, we are excited to roll out another new set of gifting features and customer journeys to make gifting and receiving experiences more exciting for everyone. Video. We've started to add video content into merchant pages and have positive early results. Speaker 100:17:13It's still very early, and there will be significant improvements in the coming months, but video is just one example of feature that our legacy platform would have struggled to launch. Merchant pages and merchandise pages. With the new front end in place, we will be moving from our legacy focus on a deal page as the main surface that customers interact with to also build out merchant pages and category pages. This will allow us to target consumers at different points in their journey and bring them to Groupon to help find the right offering for them. And before I turn the call to Yuzi, let me make a few closing remarks. Speaker 100:17:52In conclusion, despite some challenges, I'm optimistic about our future. The progress we have made in transforming our platform and enhancing our customer experience is laying the groundwork for sustainable growth. Our international local business is showing promising signs, and the positive response to our new features like gifting and video content reinforces our belief that we are on the right path. We've seen significant progress in marketplace understanding and in how we operate our sales channels. We are committed to continuous improvement and innovation, and I believe the best is yet to come for our company. Speaker 100:18:32I want to express my sincere gratitude to our teams worldwide for their hard work and to our investors and partners for their unwavering support. Thank you for joining us on this journey. With that, I will turn it over to Yves. Speaker 200:18:49Thanks, Dushyant, and thank you as well to everyone who is joining us today. I will use my time today to provide further insights into our Q3 financial results, progress on our cost savings actions, update on the other business items and our updated outlook. Turning to Slide 14. So let's jump on our Q3 summary financial results. In the Q3, we delivered global billings of 373,000,000, a decrease of approximately 10.9% year over year. Speaker 200:19:26Revenue was 114,000,000 decreased 9.5 percent year over year, at the low end of our guidance. Revenue as a percentage of gross billings was 31%, an increase of 0.5% year over year. The percentage remained relatively stable from the prior year and continues to stay within the range of our expectations. Moving on, Our gross profit as a percentage of revenue was 90%, consistent with the prior quarter and continues to stay within the range of our expectations. Marketing expense for the Q3 was 36,000,000 dollars or 35.2 percent of gross profit. Speaker 200:20:17This is consistent with our expected range of 30% to 35% for marketing as a percentage of gross profit. As he commented in the Q2 earnings and as Dushyant just mentioned, our marketing spend was quarter this quarter was not as efficient as expected related to our tech migration issues. Going forward, we expect marketing as a percentage of gross profit to stay within our expected range of 30% to 35%. Adjusted EBITDA was positive $15,000,000 dollars as we recorded a 6th straight quarter of positive adjusted EBITDA. Our trailing 12 months adjusted EBITDA is positive 78,000,000 dollars Turning to cash flow. Speaker 200:21:103rd quarter operating cash flow was negative 16,000,000 and free cash flow was negative 20,000,000 dollars a slight decline versus last year and in line with our expectations. We ended the quarter with $160,000,000 in cash and cash equivalents. Please note that our cash position excludes $29,000,000 of restricted cash, which primarily relates to collateral posted against our outstanding collectors of credit and reported on our balance sheet in prepaid expenses and other current assets. Slide 15. We had approximately 15,000,000 active customers worldwide as of quarter end, down 300,000 from the prior quarter. Speaker 200:22:04Within North America, our active customer count was flat sequentially. And when you exclude our Goods category, our North America active customers grew sequentially for the 3rd quarter in a row and grew year over year for the Q2 in a row. Turning to our local category. Consolidated local billings by $326,000,000 down 8.1% compared with the prior year. Within North America, we deliver local billings of 249,000,000 down 4.5% compared with the prior year. Speaker 200:22:43North America local billings had a positive impact in the prior year period from phasing out our COVID-nineteen refund practices with no comparable activity during the current period, which primarily contributed to the decrease in our local category during the current period. International local billings were down 18% year over year, as we took the difficult decision to exit the local business in Italy due to a previously disclosed tax matter. As Dushyant commented in his remark, our international local business, excluding Italy, is recurring nicely and we are seeing positive green shoots in many international countries. Moving to our travel category. In the Q3, consolidated travel billings was $23,000,000 down 21.9% year over year. Speaker 200:23:43Travel category performance has been uneven this year, and we expect this trend to continue going forward. Moving to our Goods category. Consolidated Goods billings was €25,000,000 pounds down 29.6 percent year over year. Our current Goods business is struggling and we don't see any near term change in the negative trend. At 5% of 3rd quarter revenues and declining rapidly, Goods is becoming a smaller and smaller part of our business. Speaker 200:24:19Slide 16. Turning to operating expenses. 3rd quarter SG and A was 71,000,000 down 10.9 percent year over year and includes CAD 9,000,000 in stock based compensation and CAD 4,000,000 in depreciation and amortization. Quarter over quarter, our SG and A was down almost $6,000,000 or 8%, driven primarily by a decrease in cloud costs, a slower than expected ramp in our sales hiring and lower variable compensation as the business performed below our expectations in the Q3. Going forward, we expect SG and A to increase quarter over quarter to a number closer to where we were in the Q2, as we continue to hire new sales resources and additional savings from our cloud migration efforts will take several quarters to realize. Speaker 200:25:24Slide 17. Turning to free cash flow. In the Q3, we generated negative $20,000,000 of free cash flow, similar to last year and in line with our expectations. Relative to the Q2, we saw an expected negative development change in our net working capital. This is due to the Q3 ending in September, a month where we have large merchant payments from our customer or from our summer since the new season, but billings from our holiday push has not picked up yet. Speaker 200:26:06Importantly, our year to date free cash flow is negative $23,000,000 a major improvement versus last year when the 9 months free cash flow was negative $148,000,000 This position as well to return the positive free cash flow for the full year. Given the quarter to quarter variability in change in net working capital due to timing, we believe that it's more useful for investors to judge our free cash flow on trailing 12 months basis. We are pleased to report our trailing 12 months free cash flow at positive $28,000,000 which is positive for the 2nd straight quarter after a long period of negative cash outflow. Slide 18. Now turning to guidance. Speaker 200:27:04As of November 12, 2024, management is issuing guidance for the Q4 of 2024 as follows: revenues between $124,000,000 $131,000,000 or a decline year over year between minus 10% and minus 5% Positive adjusted EBITDA between $14,000,000 $19,000,000 positive free cash flow. Management would also like to update its outlook for full year 2024. Year over year revenue change at minus 6% to minus 4%, below our prior outlook. Positive adjusted EBITDA between $65,000,000 $70,000,000 down from $65,000,000 to $80,000,000 as we narrowed the range due to our lower Q4 outlook. Positive free cash flow for the full year. Speaker 200:28:11Finally, I would like to provide some additional commentary to assist you with your models. We continue to explore potential changes with our payment methods. After running a test in September October in the US, we recently made the decision to offer PayPal to all U. S. Customers as a payment method. Speaker 200:28:32Similarly, we returned PayPal to several international countries and we are looking for additional payment options as we try to find the most optimal mix of payment methods for our customers. We expect consolidated revenues as a percentage of gross billings staying within the range we have reported over the last 6 quarters. While we still expect revenue to inflect to a sustained positive growth trajectory, given the exit of Italy Local and the hit of North America legacy customer retention rates from tech migrations, we no longer expect to inflect the growth in Q4 2024 and the timing of our inflection to growth may be delayed by several quarters until we address these headwinds. While we are not providing guidance for 2025, we currently expect 2025 revenues compared to 2024 to be flat or up to low single digit growth. With the first half year down and second half year up, EBITDA to be similar or better than 2024 and free cash flow to be positive. Speaker 200:29:59Before I close, let me share a few updates on our balance sheet and other matters. First, today, the company announced it has raised $197,000,000 in privately negotiated agreements with certain holders of our existing convertible notes due in March 2026 by: 1 exchanging EUR176,000,000 of 2026 notes on a 1:1 basis for newly issued secured convertible notes due in March 2027 and 2, issuing $21,000,000 in new 2027 notes. The new 2027 notes will be due in March 2027, bear interest at a rate of 6.25 percent per year, and will have a strike price of $30 per share, a premium approximately 184 percent over the 20 day trailing volume weighted average price ending on November 11, 2024. The new 2027 nodes will be guaranteed by certain subsidiaries of Groupon, which meet certain threshold requirements. The new 2027 nodes will be secured by a 1st priority security interest in substantially all of the assets of the company and the guarantors, subject to certain exceptions and permitted leads. Speaker 200:31:39Management expects that this new financing provides additional flexibility as we continue to execute on our transformation plan targeting our consolidated business to sustainable growth. 2nd, an update on Italy. As previously disclosed, one of our subsidiaries, Groupon SRL, has been litigated a negative tax assessment in the Italian cards since 2018. As we also previously disclosed, we began the process in Q2 of exiting the local market. In October, we reached separation agreements and with all employees and exited our lease. Speaker 200:32:26The total amount of restructuring is expected to be up to $3,000,000 versus previously estimated $7,000,000 In the litigation, the 2nd level appeals court indicated it will rule against Groupon SRL and in favor of the tax authorities at the level of the appeal. We still do not have the formal decision from that court. Groupon SRL will be able to lodge an appeal to the Italian Supreme Court and eventually challenge the Italian tax authority determination in an international mutual arbitration proceeding. The company continues to believe that the assessment lacks the merit and is vigorously defending the case. The company does not expect financial exposure that exceeds the assets of Groupon SRL. Speaker 200:33:20More information about this matter can be found in the company Form 10Q. Finally, non core asset sales. Management continues to evaluate the monetization of certain non core assets, including the company's remaining stake in SumUp and GiftCloud. While there can be no assurances as to whether or when sales of these non core assets will be consummated, management currently believes these future non core asset sales could generate proceeds of approximately $90,000,000 With that, we would like to open the call up for your questions. Operator? Operator00:34:05Thank you, Yujie. Our first call our first question comes from Sean McGowan from ROTH Capital. Sean, you can now unmute your line. Speaker 300:34:14Thank you. Can you hear me okay? Operator00:34:18Yes, we can. Speaker 200:34:19Great. Thanks. Speaker 300:34:21Could you provide a little bit more color on why you don't think the legacy retention rates would bounce back in North America? What do you think the impediment is there? Hi, Speaker 100:34:34Sean. Thank you for the question. So we have multiple activities to reactivate those legacy cohorts. Last year, we saw big improvement in their activity during Q4, which shows that our value proposition of Groupon, which is great for gifting when there is some peak season, it works, but we don't take it as granted for this year. So this is still our plan to reactivate them. Speaker 100:35:03Maybe I can comment also on what happened. In some cases, we were doing from securities and technology changes, doing the, for example, password results or logging some users out of the application, and it added simply into the friction. These customers were typically buying our health and beauty segments and it's simply possible that some of them will not log in again. We are communicating with them. We are trying to get them on the platform And this is still our intent. Speaker 100:35:35But the comments here is because we don't see it as a granted. Speaker 300:35:38Okay. And can you give a little bit more color on what you think the timing will be internationally of the tech stack upgrade there? When do you think the majority of those markets will see that upgrade? Speaker 100:35:54The plan is to do it in the first half of the next year. Speaker 300:35:59Okay. Thank you. And then one quick question for Hyrith. What happens to the rest of the 2026 converts that are not in that 176 amount? Speaker 200:36:09We still have them, and it's our plan to either refinancing, use maybe those NOK 20,000,000 which we have or earn money and pay them back. So we still have it. It's roughly NOK 54,000,000 which we have there. Speaker 300:36:27Would they be offered the opportunity to take the same notes as the rest of the group? Speaker 200:36:33No. At this moment, we are not syncing, and I think we will be syncing that a little bit later what we will do with the remaining part. Speaker 300:36:42Okay. Operator00:36:48Our next question comes from Bobby Brooks from Northland Capital. Bobby, you can now unmute your line. Speaker 400:36:55Hey, good afternoon, guys. I wanted to touch a little bit on the ROI, like the 100% ROI within 14 days. Could you just talk about what needs to happen for you to hit that marketing payback? Speaker 100:37:12So we had and have periods when we are hitting this marketing payback. We were just commenting that during the last quarter, we had the periods where our efficiency of marketing systems was impacted by changes. So we were not always there. But in general, we are very close to this range, and our target is to be there. So I don't see any major blockers. Speaker 100:37:39We also noticed the period before the presidential elections where overall the spend on these campaigns was really enormous, and it was impacting the cost of advertising that we were not reaching same levels. But in general, I don't see a huge risk not to be able to run the marketing campaigns at 100%. And our goal would be obviously to try additional channels to just increase that spend and bring and speed up that acquisition flywheel. Speaker 400:38:14Okay. Got it. And then I was trying to read through the press release, but it obviously kind of came shortly before the call. But what I think I've read that is attributed to the one of the attribute, one of the things that was attributed to the year over year decrease in North America local revenues was an increase in local voucher redemption rates. But I would have thought an increase in voucher redemption rates would be a benefit to revenues, not a headwind. Speaker 400:38:42What am I missing there? Speaker 200:38:45I think it's a little bit linked to variable consideration because what we saw in summer was that there were very good deals. People really enjoyed. So we saw higher redemption. So we have revenues, and we have also, at the same moment, people take them. So we have a lot of our breakage, which would be part of the revenue. Speaker 400:39:15So I guess I'm still kind of not fully understanding that. I get how like when someone redeems something, right, that turns into revenue. But why would it then be if people are redeeming vouchers at a higher pace? How would that be a negative headwind to revenue, not a positive? Speaker 200:39:37It's our redeeming. We are having our margin of Groupon. If it happens that it breaks, we have 100% of that. But certainly, we are looking for people to redeem because our business is to have repeated customer, satisfied customer who are with us for a long period. Speaker 400:40:03All right. And then I guess just reading kind of between the lines, it's you mentioned in the press release, it talks about $25,800,000 remeasurement of the sum up stake. There obviously has been news that sum up is looking to do a new round. Could you just and I know you can't really talk about timing because it's not in your control, but could you just remind us all, how you look at that SumUp ownership? Is that a piggy bank you'd like to tap if the opportunity opens up and maybe explain why that the valuation is still kind of much lower than what that Reuters article that mentioned? Speaker 200:40:44Well, you know that last year we sold 2 tranches of SumUp, which is always a combination of demand and supply. We are reiterating there for many quarters that we are considering to sell it. But as this is a private company, there is no market for that. So there has to be demand for that and has to be done together with some app. So it's not only that Groupon could go for some private agreement. Speaker 200:41:24It has to be always with coordination with SumUp. Operator00:41:35Our next question comes from Pierre Ropel from Goldman Sachs. Pierre, you can now unmute your line. Speaker 500:41:42Hey, thank you so much for taking the question. We just wanted to ask about your growth investments and whether there was anything more to share around the progress of the sales force in North America specifically as you continue to scale and hire into the rest of the year. Maybe with a focus on any verticals or regions where you've seen the most progress in rebuilding the supply side of the platform and whether you can point to any benefits you're seeing from the better marketplace balance in those areas as we head deeper into Q4? Thank you. Speaker 100:42:18So in the last 6 weeks of this year, the hiring is paused because it's not very efficient in terms of trainings, but we were significantly ramping up the hiring during pretty much whole quarter until now, and we plan to continue again from January with the same speed. Right now, we are focusing on hiring people in Chicago because we are doing the trainings in the office, and we are actually also expanding the office space there so that we can accommodate the salespeople so that they can be much more in the office as we see this as extremely efficient, especially for the sales force. And they are serving whole United States. They just have allocation to the certain region of the United States. And in terms of efficiency, we see the better numbers overall in the largest population centers of United States. Speaker 100:43:18And we see very similar trend developing in Europe because like higher coverage of deals, higher number of deals at the same time with higher quality, it translates very quickly into more customers buying the services. Speaker 500:43:37Thank you. Operator00:43:42There are no other questions. So this concludes our call for today. Thank you everyone for joining. For additional information, please go to investor. Groupon.com. Operator00:43:52Thank you so much.Read moreRemove AdsPowered by Conference Call Audio Live Call not available Earnings Conference CallGroupon Q3 202400:00 / 00:00Speed:1x1.25x1.5x2xRemove Ads Earnings DocumentsSlide DeckPress Release(8-K)Quarterly report(10-Q) Groupon Earnings HeadlinesRecharge leaps into B2B with UK Giftcloud acquisitionApril 15 at 3:54 AM | tmcnet.comRecharge buys Giftcloud from GrouponApril 15 at 3:54 AM | msn.comCrypto’s crashing…but we’re still profitingMost traders are panicking right now. Bitcoin’s dropping. Altcoins are bleeding. The stock market’s a mess. The news is screaming fear. But while most traders watch their portfolios tank…April 15, 2025 | Crypto Swap Profits (Ad)Equities Analysts Issue Forecasts for Groupon Q1 EarningsApril 5, 2025 | americanbankingnews.comEquities Analysts Offer Predictions for Groupon Q3 EarningsApril 5, 2025 | americanbankingnews.comZacks Research Issues Negative Estimate for Groupon EarningsApril 5, 2025 | americanbankingnews.comSee More Groupon Headlines Get Earnings Announcements in your inboxWant to stay updated on the latest earnings announcements and upcoming reports for companies like Groupon? Sign up for Earnings360's daily newsletter to receive timely earnings updates on Groupon and other key companies, straight to your email. Email Address About GrouponGroupon (NASDAQ:GRPN), together with its subsidiaries, operates a marketplace that connects consumers to merchants. It operates in two segments, North America and International. The company sells goods or services on behalf of third-party merchants. It serves customers through its mobile applications and websites. The company was formerly known as ThePoint.com, Inc. and changed its name to Groupon, Inc. in October 2008. 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There are 6 speakers on the call. Operator00:00:00Hello, and welcome to Groupon's Third Quarter 2024 Financial Results Conference Call. On the call today are Chief Executive Officer, Dushyant Sankupol Chief Financial Officer, Yajit Pankh and Senior Vice President of Corporate Development and Investor Relations, Rana Kashyap. At this time, all participants are in a listen only mode. A question and answer session will follow the company's formal remarks. Today's conference call is being recorded. Operator00:00:27Before we begin, Groupon would like to remind listeners that the following discussion and responses to your questions reflects management's views as of today, November 12, 2024 only, and will include forward looking statements. Actual results may differ materially from those expressed or implied in the company's forward looking statements. Groupon undertakes no obligation to update these forward looking statements as a result of new information or future events. Additional information about risks and other factors that could potentially impact the company's financial results are included in its earnings press release and in its filings with the SEC, included in quarterly report on Form 10Q. We encourage investors to use Groupon's Investor Relations website at investor. Operator00:01:10Groupon.com as a way of easily finding information about the company. Groupon promptly makes available on this website the reports that the company files or furnishes with the SEC, corporate governance information, and select press releases and social media postings. On the call today, the company will discuss the following non GAAP financial measures: adjusted EBITDA and free cash flow. In Groupon's press release and their filings with the SEC, each of which is posted on the Investor Relations website, you will find additional disclosures regarding these non GAAP measures, including reconciliations of these measures to the most comparable measures under US GAAP. And with that, I'm happy to turn the call over to Dusan. Speaker 100:01:54Hello, and thanks for joining us for our Q3 2024 earnings call. It's a pleasure to be with all of you. Today's prepared remarks are posted on our Investor Relations website along with an investor presentation, which I will refer to during my remarks. In addition, I encourage you to review our press release and 10 Q, which contain more detail on our Q3 results. I will start today's call on Slide 5 and cover the key highlights of our Q3. Speaker 100:02:25Overall, despite many positives, we had a tough quarter as our North America business was impacted by previously disclosed technical issues related to our various platform migrations. We ended Q3 at the low end of our guidance on revenue, but beat the high end on EBITDA. Let me outline the key highlights and consideration for the quarter and then I will use my remaining time to dive deeper into each point. First, we saw a positive development in international local, where excluding Italy, we delivered revenues -2% year over year and exited the quarter with stable and improving trends. While international still runs on our old tech stack, we are seeing success implementing our marketplace playbook to reinvigorate our local experiences marketplace in several countries. Speaker 100:03:20Just like we saw in North America local, the positive development in international local gives us additional confidence we know the steps needed to return this business to growth. 2nd, while our overall North America business faced headwinds, we delivered a strong summer things to do season, highlighted by expanding relationships with several national brands who turned to Groupon to help drive incremental performance during their most important season. As we review our business performance versus the market and competition, we believe that our things to do vertical grew faster this summer than both the market and other online marketplaces focused on this vertical. The strength of our things to do vertical is a positive proof point that when we have the correct value proposition, our platform delivers strongly for both merchants and customers. 3rd, we reached an important milestone of 100% mobile web and desktop traffic in North America on our new website. Speaker 100:04:21Since reaching 100%, we have already seen a material increase in the speed of new feature development, which will be an important driver of our future product roadmap. We are excited to leverage our new front ends to bring expanded gifting experiences and product features like video to our customers during this holiday season. 4th, we are seeing growth of new customer cohorts in North America. This has helped stabilize overall North America active customer counts, and we are seeing year over year growth excluding goods. We believe this is a positive signal that our new customer acquisition engine works, an important driver of future growth for our company. Speaker 100:05:045th, on the balance sheet, we are pleased to announce an agreement to raise $197,000,000 in new secured convertible debt, maturing 2027 with a 6.25 percent coupon and a $30 strike price. While Yousiy will cover more details in his remarks, I believe this new round of financing helps to provide the company with additional financial flexibility to navigate our transformation at attractive terms. Finally, while we fixed many of our platform migration challenges in the Q3, we did experience a one time drop in the retention rates of our legacy customers, which we expect will provide a headwind to future financial performance for a period of time. Turning to Slide 6, international local. While we initially focused our supply transformation efforts in North America local, we always believed those same local marketplace principles can also be applied to our international markets. Speaker 100:06:05In fact, when I first got involved in Groupon in 2022, Spain was the 1st market to start applying the marketplace playbook and has emerged as a positive story with strong double digit growth. Spain is a great study for how our marketplace playbook works. As we highlighted in our transformation plan back in the Q1 of 2023, everything starts with supply. If we win the right supply, demand will follow. The first step to filling the right supply is rebuilding our sales capacity. Speaker 100:06:38We are doing this with localized sales teams covering specific cities and implementing a strong performance management culture with effective sales leadership focusing on activity and consistency. As we improve the sales capacity, the next step in our marketplace playbook is to repopulate main categories starting with the foundation of basic inventory selection. Think of the merchandise in a convenient store and the minimum required to be a relevant service in Veracity. We have robust historical data that shows us what basic services we need to cover for a particular market. The key is to have a super restrictive focus that gives very tight guidelines on what kind of inventory we want our sales representatives to target. Speaker 100:07:25Once we restock the basic storefront, the next step is to bring customers back to our site and interact with our merchandise. Here, we have found one efficient way to drive traffic is targeting high volume deals with a focus on national brands. With an efficient sales strategy focused on rebuilding supply in key categories and customer traffic increasing organically with high volume deals, we then can start ramping up marketing spend, which adds fuel to our marketplace 5 year. Excluding the exit of Italy, we see positive results in international. While not all our countries have made as much progress as Spain, we can see several green shoots, and we expect overall international local to improve further. Speaker 100:08:11Importantly, we have not seen a significant impact to international markets from our platform changes as we largely continue to operate those markets on our legacy tech platform. Slide 7, turning to North America local. We took a big step back in the Q3 compared against our 2nd quarter results, moving from plus 7% to minus 8% year over year. A few comments to bridge this 1500 basic point change in performance. 1st, after commenting for 2 quarters that we had tailwinds in refunds and variable consideration, this quarter, those tailwinds reversed and become headwinds. Speaker 100:08:532nd, the Q2 this year benefited from an easy year over year compare in revenue growth from paid marketing campaigns as last year's Q2 was the truth in marketing spend as a percentage of gross profits as we had rebuilt our performance campaigns and started to ramp up marketing spend in Q3 2023. 3rd, legacy customer cohorts. Groupon has many users that made their first purchase over a decade ago and follow a mostly established pattern of usage. While we expect legacy customer cohorts to decline over time, we have multiple initiatives aimed at improving retention of these customers. For example, we saw a strong improvement in legacy customer retention during Q4 last year, setting a strong foundation for year over year performance in our legacy cohorts in the first half of twenty twenty four. Speaker 100:09:46Beginning in July and continuing into August, we observed a decline in retention rates for our legacy customers compared to the same period in prior years. While we fixed many of our platform changes and migration challenges and saw our retention curve stabilize in September, we have not yet seen a bounce back in those cohort curves. It's possible that they come back this Q4, but it's also possible that the changes we made created enough friction to lose a certain segment of our audience for good. As previously stated, this one time drop in the retention rates of our legacy customer cohorts may provide a headwind to future financial performance for a period of time. Despite the step back in performance in Q3, I continue to see massive potential in our North America local business. Speaker 100:10:36We continue to make progress against our playbook, including ramping up our sales capacity, covering the proper categories and bringing on great volume drivers to get the flywheel going. And we have a lot more room to run. For example, if you look at our top metro areas, we believe we still have significant room to make improvements on our coverage of basic inventory. The way we measure potential is not based on number of merchants, but rather going at a category level and indexing the relative performance of our best performing divisions weighted by the size of addressable market. Slide 8. Speaker 100:11:15While there are still many moving pieces in Groupon's transformation, one positive story emerging is our new customer acquisition engine. When Groupon first launched in 2,009, the Internet market was a highly fragmented ecosystem of players vying to serve as the front door to the Internet. Groupon sought to leverage its position in local commerce, e commerce and deals to establish itself as one of these key entry points. Today, the online ecosystem has matured and consolidated to a few very large platforms who act as the front doors to the Internet for a very high percentage of consumers. Many growing and established e commerce or Internet marketplace firms have built their customer acquisition engines on top of these platforms because of their enormous scale and tapping into this traffic is a huge opportunity for Groupon to drive new customer acquisition. Speaker 100:12:11This insight is at the heart of our pilot last year to reposition our marketing engine and marketing spend towards acquiring new customers in channels where we can build measurable and scalable campaigns with a clear ROI. Our current philosophy is to run our marketing channels with target ROI of 1. It means that if we spend $100 then we expect to earn back $100 in Groupon's commissions over a 2 week period. Therefore, as long as we hit our ROI targets, our marketing payback is almost immediate and we profit on any subsequent purchase. When we look at a monthly cohort view, new customer cohorts are spending approximately 1.4x their initial purchase by the time they reach month 12. Speaker 100:12:58This is a good start, but next year we will be prioritizing initiatives to improve the customer lifetime value and the purchase frequency of new customers. In the Q3, we did not achieve our ROI targets as our platform changes resulted in inefficient marketing campaigns. In September October, we also saw the effectiveness of our campaigns reduce, largely related to what we believe are the impacts to marketing effectiveness during the U. S. Presidential election. Speaker 100:13:28Since the election, we have observed a significant improvement in our marketing channels' efficiency. Slide 9, moving to product and engineering. Given the progress in international running on our old tech stack, I believe it is reasonable to conclude that had we not made the tech changes in North America, we would likely be reporting that our consolidated business was growing this quarter. But then we would still be working on our old tech platform, which is highly inefficient, unstable and extremely difficult to develop on. This technical debt would serve as a heavy anchor on any future product initiatives. Speaker 100:14:06And while we would have reported a positive quarter, that result would not be building towards our long term future of sustained growth. In my career, I have been through many platform upgrades, and it was common to see a performance drop at the outset of a change before rapid iterations improved the new platform to the point where performance eclipsed the old platform. I'm also aware of other legacy technology companies who embark on multi year migrations just to modify one small component of Verstack in order to protect performance. At Groupon, given the overall situation, one of my goals was to transform our platform with a neutral impact to performance as quickly as possible. Between the 2, for the past several quarters, I was willing to move slower on our projects to protect performance, but now I believe the time has come where we must accept sacrificing some short term performance for the long term growth of the business as we modernize our tech stack. Speaker 100:15:07I am excited to see how we will be able to use new front end platform as a flywheel to power the path to sustained revenue growth. Let me give you a few examples of what we are currently working on. Platform for performance. Our new frontend will be able to get us to faster, more stable customer experiences. While we are not there, we see strong pace of weekly improvements in this direction, and we believe by the end of Q4, the new platform will be superior to legacy, which will also position us better for SEO and SEM as we should be able to drive more traffic and have higher conversions. Speaker 100:15:45Increased customer value, new features like improved personalization and search relevance, merchant pages and AI driven FAQs inspire customer interactions and increase retention, while optimized targeting and personalized content improve visit frequency. Global reach and flexibility. Our new front end's expanded language capabilities mean we can reach and engage diverse customers and merchants, mainly Spanish speaking population in the U. S. With relevant offerings. Speaker 100:16:16Positive early results for App. With the new App in beta showing solid performance in NA, we are focusing on fine tuning for a full rollout early in 2025, as we don't want to raise holiday season and we have sufficient functionality with gifting support in legacy app. We expect to migrate international markets during the first half of 2025. Platform for future. We have high expectations in terms of agility and development speed. Speaker 100:16:45We can see significantly faster development times and ability to bring new features to the market versus legacy. Gifting. As we enter into Q4 holiday season, we are excited to roll out another new set of gifting features and customer journeys to make gifting and receiving experiences more exciting for everyone. Video. We've started to add video content into merchant pages and have positive early results. Speaker 100:17:13It's still very early, and there will be significant improvements in the coming months, but video is just one example of feature that our legacy platform would have struggled to launch. Merchant pages and merchandise pages. With the new front end in place, we will be moving from our legacy focus on a deal page as the main surface that customers interact with to also build out merchant pages and category pages. This will allow us to target consumers at different points in their journey and bring them to Groupon to help find the right offering for them. And before I turn the call to Yuzi, let me make a few closing remarks. Speaker 100:17:52In conclusion, despite some challenges, I'm optimistic about our future. The progress we have made in transforming our platform and enhancing our customer experience is laying the groundwork for sustainable growth. Our international local business is showing promising signs, and the positive response to our new features like gifting and video content reinforces our belief that we are on the right path. We've seen significant progress in marketplace understanding and in how we operate our sales channels. We are committed to continuous improvement and innovation, and I believe the best is yet to come for our company. Speaker 100:18:32I want to express my sincere gratitude to our teams worldwide for their hard work and to our investors and partners for their unwavering support. Thank you for joining us on this journey. With that, I will turn it over to Yves. Speaker 200:18:49Thanks, Dushyant, and thank you as well to everyone who is joining us today. I will use my time today to provide further insights into our Q3 financial results, progress on our cost savings actions, update on the other business items and our updated outlook. Turning to Slide 14. So let's jump on our Q3 summary financial results. In the Q3, we delivered global billings of 373,000,000, a decrease of approximately 10.9% year over year. Speaker 200:19:26Revenue was 114,000,000 decreased 9.5 percent year over year, at the low end of our guidance. Revenue as a percentage of gross billings was 31%, an increase of 0.5% year over year. The percentage remained relatively stable from the prior year and continues to stay within the range of our expectations. Moving on, Our gross profit as a percentage of revenue was 90%, consistent with the prior quarter and continues to stay within the range of our expectations. Marketing expense for the Q3 was 36,000,000 dollars or 35.2 percent of gross profit. Speaker 200:20:17This is consistent with our expected range of 30% to 35% for marketing as a percentage of gross profit. As he commented in the Q2 earnings and as Dushyant just mentioned, our marketing spend was quarter this quarter was not as efficient as expected related to our tech migration issues. Going forward, we expect marketing as a percentage of gross profit to stay within our expected range of 30% to 35%. Adjusted EBITDA was positive $15,000,000 dollars as we recorded a 6th straight quarter of positive adjusted EBITDA. Our trailing 12 months adjusted EBITDA is positive 78,000,000 dollars Turning to cash flow. Speaker 200:21:103rd quarter operating cash flow was negative 16,000,000 and free cash flow was negative 20,000,000 dollars a slight decline versus last year and in line with our expectations. We ended the quarter with $160,000,000 in cash and cash equivalents. Please note that our cash position excludes $29,000,000 of restricted cash, which primarily relates to collateral posted against our outstanding collectors of credit and reported on our balance sheet in prepaid expenses and other current assets. Slide 15. We had approximately 15,000,000 active customers worldwide as of quarter end, down 300,000 from the prior quarter. Speaker 200:22:04Within North America, our active customer count was flat sequentially. And when you exclude our Goods category, our North America active customers grew sequentially for the 3rd quarter in a row and grew year over year for the Q2 in a row. Turning to our local category. Consolidated local billings by $326,000,000 down 8.1% compared with the prior year. Within North America, we deliver local billings of 249,000,000 down 4.5% compared with the prior year. Speaker 200:22:43North America local billings had a positive impact in the prior year period from phasing out our COVID-nineteen refund practices with no comparable activity during the current period, which primarily contributed to the decrease in our local category during the current period. International local billings were down 18% year over year, as we took the difficult decision to exit the local business in Italy due to a previously disclosed tax matter. As Dushyant commented in his remark, our international local business, excluding Italy, is recurring nicely and we are seeing positive green shoots in many international countries. Moving to our travel category. In the Q3, consolidated travel billings was $23,000,000 down 21.9% year over year. Speaker 200:23:43Travel category performance has been uneven this year, and we expect this trend to continue going forward. Moving to our Goods category. Consolidated Goods billings was €25,000,000 pounds down 29.6 percent year over year. Our current Goods business is struggling and we don't see any near term change in the negative trend. At 5% of 3rd quarter revenues and declining rapidly, Goods is becoming a smaller and smaller part of our business. Speaker 200:24:19Slide 16. Turning to operating expenses. 3rd quarter SG and A was 71,000,000 down 10.9 percent year over year and includes CAD 9,000,000 in stock based compensation and CAD 4,000,000 in depreciation and amortization. Quarter over quarter, our SG and A was down almost $6,000,000 or 8%, driven primarily by a decrease in cloud costs, a slower than expected ramp in our sales hiring and lower variable compensation as the business performed below our expectations in the Q3. Going forward, we expect SG and A to increase quarter over quarter to a number closer to where we were in the Q2, as we continue to hire new sales resources and additional savings from our cloud migration efforts will take several quarters to realize. Speaker 200:25:24Slide 17. Turning to free cash flow. In the Q3, we generated negative $20,000,000 of free cash flow, similar to last year and in line with our expectations. Relative to the Q2, we saw an expected negative development change in our net working capital. This is due to the Q3 ending in September, a month where we have large merchant payments from our customer or from our summer since the new season, but billings from our holiday push has not picked up yet. Speaker 200:26:06Importantly, our year to date free cash flow is negative $23,000,000 a major improvement versus last year when the 9 months free cash flow was negative $148,000,000 This position as well to return the positive free cash flow for the full year. Given the quarter to quarter variability in change in net working capital due to timing, we believe that it's more useful for investors to judge our free cash flow on trailing 12 months basis. We are pleased to report our trailing 12 months free cash flow at positive $28,000,000 which is positive for the 2nd straight quarter after a long period of negative cash outflow. Slide 18. Now turning to guidance. Speaker 200:27:04As of November 12, 2024, management is issuing guidance for the Q4 of 2024 as follows: revenues between $124,000,000 $131,000,000 or a decline year over year between minus 10% and minus 5% Positive adjusted EBITDA between $14,000,000 $19,000,000 positive free cash flow. Management would also like to update its outlook for full year 2024. Year over year revenue change at minus 6% to minus 4%, below our prior outlook. Positive adjusted EBITDA between $65,000,000 $70,000,000 down from $65,000,000 to $80,000,000 as we narrowed the range due to our lower Q4 outlook. Positive free cash flow for the full year. Speaker 200:28:11Finally, I would like to provide some additional commentary to assist you with your models. We continue to explore potential changes with our payment methods. After running a test in September October in the US, we recently made the decision to offer PayPal to all U. S. Customers as a payment method. Speaker 200:28:32Similarly, we returned PayPal to several international countries and we are looking for additional payment options as we try to find the most optimal mix of payment methods for our customers. We expect consolidated revenues as a percentage of gross billings staying within the range we have reported over the last 6 quarters. While we still expect revenue to inflect to a sustained positive growth trajectory, given the exit of Italy Local and the hit of North America legacy customer retention rates from tech migrations, we no longer expect to inflect the growth in Q4 2024 and the timing of our inflection to growth may be delayed by several quarters until we address these headwinds. While we are not providing guidance for 2025, we currently expect 2025 revenues compared to 2024 to be flat or up to low single digit growth. With the first half year down and second half year up, EBITDA to be similar or better than 2024 and free cash flow to be positive. Speaker 200:29:59Before I close, let me share a few updates on our balance sheet and other matters. First, today, the company announced it has raised $197,000,000 in privately negotiated agreements with certain holders of our existing convertible notes due in March 2026 by: 1 exchanging EUR176,000,000 of 2026 notes on a 1:1 basis for newly issued secured convertible notes due in March 2027 and 2, issuing $21,000,000 in new 2027 notes. The new 2027 notes will be due in March 2027, bear interest at a rate of 6.25 percent per year, and will have a strike price of $30 per share, a premium approximately 184 percent over the 20 day trailing volume weighted average price ending on November 11, 2024. The new 2027 nodes will be guaranteed by certain subsidiaries of Groupon, which meet certain threshold requirements. The new 2027 nodes will be secured by a 1st priority security interest in substantially all of the assets of the company and the guarantors, subject to certain exceptions and permitted leads. Speaker 200:31:39Management expects that this new financing provides additional flexibility as we continue to execute on our transformation plan targeting our consolidated business to sustainable growth. 2nd, an update on Italy. As previously disclosed, one of our subsidiaries, Groupon SRL, has been litigated a negative tax assessment in the Italian cards since 2018. As we also previously disclosed, we began the process in Q2 of exiting the local market. In October, we reached separation agreements and with all employees and exited our lease. Speaker 200:32:26The total amount of restructuring is expected to be up to $3,000,000 versus previously estimated $7,000,000 In the litigation, the 2nd level appeals court indicated it will rule against Groupon SRL and in favor of the tax authorities at the level of the appeal. We still do not have the formal decision from that court. Groupon SRL will be able to lodge an appeal to the Italian Supreme Court and eventually challenge the Italian tax authority determination in an international mutual arbitration proceeding. The company continues to believe that the assessment lacks the merit and is vigorously defending the case. The company does not expect financial exposure that exceeds the assets of Groupon SRL. Speaker 200:33:20More information about this matter can be found in the company Form 10Q. Finally, non core asset sales. Management continues to evaluate the monetization of certain non core assets, including the company's remaining stake in SumUp and GiftCloud. While there can be no assurances as to whether or when sales of these non core assets will be consummated, management currently believes these future non core asset sales could generate proceeds of approximately $90,000,000 With that, we would like to open the call up for your questions. Operator? Operator00:34:05Thank you, Yujie. Our first call our first question comes from Sean McGowan from ROTH Capital. Sean, you can now unmute your line. Speaker 300:34:14Thank you. Can you hear me okay? Operator00:34:18Yes, we can. Speaker 200:34:19Great. Thanks. Speaker 300:34:21Could you provide a little bit more color on why you don't think the legacy retention rates would bounce back in North America? What do you think the impediment is there? Hi, Speaker 100:34:34Sean. Thank you for the question. So we have multiple activities to reactivate those legacy cohorts. Last year, we saw big improvement in their activity during Q4, which shows that our value proposition of Groupon, which is great for gifting when there is some peak season, it works, but we don't take it as granted for this year. So this is still our plan to reactivate them. Speaker 100:35:03Maybe I can comment also on what happened. In some cases, we were doing from securities and technology changes, doing the, for example, password results or logging some users out of the application, and it added simply into the friction. These customers were typically buying our health and beauty segments and it's simply possible that some of them will not log in again. We are communicating with them. We are trying to get them on the platform And this is still our intent. Speaker 100:35:35But the comments here is because we don't see it as a granted. Speaker 300:35:38Okay. And can you give a little bit more color on what you think the timing will be internationally of the tech stack upgrade there? When do you think the majority of those markets will see that upgrade? Speaker 100:35:54The plan is to do it in the first half of the next year. Speaker 300:35:59Okay. Thank you. And then one quick question for Hyrith. What happens to the rest of the 2026 converts that are not in that 176 amount? Speaker 200:36:09We still have them, and it's our plan to either refinancing, use maybe those NOK 20,000,000 which we have or earn money and pay them back. So we still have it. It's roughly NOK 54,000,000 which we have there. Speaker 300:36:27Would they be offered the opportunity to take the same notes as the rest of the group? Speaker 200:36:33No. At this moment, we are not syncing, and I think we will be syncing that a little bit later what we will do with the remaining part. Speaker 300:36:42Okay. Operator00:36:48Our next question comes from Bobby Brooks from Northland Capital. Bobby, you can now unmute your line. Speaker 400:36:55Hey, good afternoon, guys. I wanted to touch a little bit on the ROI, like the 100% ROI within 14 days. Could you just talk about what needs to happen for you to hit that marketing payback? Speaker 100:37:12So we had and have periods when we are hitting this marketing payback. We were just commenting that during the last quarter, we had the periods where our efficiency of marketing systems was impacted by changes. So we were not always there. But in general, we are very close to this range, and our target is to be there. So I don't see any major blockers. Speaker 100:37:39We also noticed the period before the presidential elections where overall the spend on these campaigns was really enormous, and it was impacting the cost of advertising that we were not reaching same levels. But in general, I don't see a huge risk not to be able to run the marketing campaigns at 100%. And our goal would be obviously to try additional channels to just increase that spend and bring and speed up that acquisition flywheel. Speaker 400:38:14Okay. Got it. And then I was trying to read through the press release, but it obviously kind of came shortly before the call. But what I think I've read that is attributed to the one of the attribute, one of the things that was attributed to the year over year decrease in North America local revenues was an increase in local voucher redemption rates. But I would have thought an increase in voucher redemption rates would be a benefit to revenues, not a headwind. Speaker 400:38:42What am I missing there? Speaker 200:38:45I think it's a little bit linked to variable consideration because what we saw in summer was that there were very good deals. People really enjoyed. So we saw higher redemption. So we have revenues, and we have also, at the same moment, people take them. So we have a lot of our breakage, which would be part of the revenue. Speaker 400:39:15So I guess I'm still kind of not fully understanding that. I get how like when someone redeems something, right, that turns into revenue. But why would it then be if people are redeeming vouchers at a higher pace? How would that be a negative headwind to revenue, not a positive? Speaker 200:39:37It's our redeeming. We are having our margin of Groupon. If it happens that it breaks, we have 100% of that. But certainly, we are looking for people to redeem because our business is to have repeated customer, satisfied customer who are with us for a long period. Speaker 400:40:03All right. And then I guess just reading kind of between the lines, it's you mentioned in the press release, it talks about $25,800,000 remeasurement of the sum up stake. There obviously has been news that sum up is looking to do a new round. Could you just and I know you can't really talk about timing because it's not in your control, but could you just remind us all, how you look at that SumUp ownership? Is that a piggy bank you'd like to tap if the opportunity opens up and maybe explain why that the valuation is still kind of much lower than what that Reuters article that mentioned? Speaker 200:40:44Well, you know that last year we sold 2 tranches of SumUp, which is always a combination of demand and supply. We are reiterating there for many quarters that we are considering to sell it. But as this is a private company, there is no market for that. So there has to be demand for that and has to be done together with some app. So it's not only that Groupon could go for some private agreement. Speaker 200:41:24It has to be always with coordination with SumUp. Operator00:41:35Our next question comes from Pierre Ropel from Goldman Sachs. Pierre, you can now unmute your line. Speaker 500:41:42Hey, thank you so much for taking the question. We just wanted to ask about your growth investments and whether there was anything more to share around the progress of the sales force in North America specifically as you continue to scale and hire into the rest of the year. Maybe with a focus on any verticals or regions where you've seen the most progress in rebuilding the supply side of the platform and whether you can point to any benefits you're seeing from the better marketplace balance in those areas as we head deeper into Q4? Thank you. Speaker 100:42:18So in the last 6 weeks of this year, the hiring is paused because it's not very efficient in terms of trainings, but we were significantly ramping up the hiring during pretty much whole quarter until now, and we plan to continue again from January with the same speed. Right now, we are focusing on hiring people in Chicago because we are doing the trainings in the office, and we are actually also expanding the office space there so that we can accommodate the salespeople so that they can be much more in the office as we see this as extremely efficient, especially for the sales force. And they are serving whole United States. They just have allocation to the certain region of the United States. And in terms of efficiency, we see the better numbers overall in the largest population centers of United States. Speaker 100:43:18And we see very similar trend developing in Europe because like higher coverage of deals, higher number of deals at the same time with higher quality, it translates very quickly into more customers buying the services. Speaker 500:43:37Thank you. Operator00:43:42There are no other questions. So this concludes our call for today. Thank you everyone for joining. For additional information, please go to investor. Groupon.com. Operator00:43:52Thank you so much.Read moreRemove AdsPowered by