Groupon CFO Resigns, Interim Appointed

TL;DR

Groupon CFO Damien Hooper-Campbell is out April 12th, Megan Reilly steps in as interim. #CFOchange

AI Summary

On April 9, 2024, Groupon, Inc. announced the resignation of its Chief Financial Officer, Damien Hooper-Campbell, effective April 12, 2024. The company has initiated a search for a permanent CFO and has appointed Megan G. Reilly as interim CFO. Reilly previously served as Groupon's Senior Vice President, Corporate Controller.

Why It Matters

The departure of a CFO can signal financial uncertainty or strategic shifts within a company, potentially impacting investor confidence and stock performance.

Risk Assessment

Risk Level: medium — A CFO resignation, especially without immediate permanent replacement, can introduce uncertainty regarding financial strategy and leadership.

Key Players & Entities

• Groupon, Inc. (company) — Registrant
• Damien Hooper-Campbell (person) — Resigning Chief Financial Officer
• April 12, 2024 (date) — Effective date of resignation
• Megan G. Reilly (person) — Appointed Interim Chief Financial Officer
• April 9, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share GRPN NASDAQ Global Select Mar
• $120.7 million — a foreign jurisdiction in the amount of $120.7 million (110 million) relating to tax year 2012
• $158 million — ash & cash equivalents of approximately $158 million and approximately $30 million in restri
• $30 million — ximately $158 million and approximately $30 million in restricted cash. The Company inten

Filing Documents

• grpn-20240409.htm (8-K) — 40KB
• 0001490281-24-000039.txt ( ) — 168KB
• grpn-20240409.xsd (EX-101.SCH) — 2KB
• grpn-20240409_lab.xml (EX-101.LAB) — 22KB
• grpn-20240409_pre.xml (EX-101.PRE) — 13KB
• grpn-20240409_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. As previously disclosed in Groupon, Inc.'s (the "Company") Annual Report on Form 10-K for the year ended December 31, 2023, a foreign subsidiary of the Company received an income tax assessment (the "Assessment") from the tax authority in a foreign jurisdiction in the amount of $120.7 million (110 million) relating to tax year 2012. The subsidiary subject to the Assessment is Groupon S.r.l., one of the Company's Italian subsidiaries with operations relating specifically to the local voucher business in Italy. In December 2023, Groupon S.r.l. received an unfavorable ruling at the lowest court level. Groupon S.r.l. lodged an appeal to the second-level court and requested the suspension of the tax authority's demand that Groupon S.r.l. post an appeal bond of approximately 69 million. On April 9, 2024, the Second Tier Tax Court denied Groupon S.r.l.'s request for a suspension of the appeal bond and set an expedited hearing date of July 9, 2024 on the merits of Groupon S.r.l.'s appeal of the tax assessment. Given this denial, Groupon S.r.l. is required to post an appeal bond consisting of approximately 21 million, due immediately (the "First Appeal Bond Portion"), and approximately 48 million will be required to be posted on or before October 22, 2024, unless the appeal has been resolved by then in Groupon S.r.l.'s favor. Based on Groupon S.r.l.'s current liquidity position, it does not have the ability to post the full amount of the First Appeal Bond Portion. The Italian tax authorities have placed a lien on Groupon S.r.l.'s bank account, which currently restricts outgoing payments from that account. The Company is evaluating its options which include (a) Groupon S.r.l. seeking an agreement with the tax authorities on an installment plan for the bond obligation; (b) Groupon S.r.l. ceasing certain business activities in Italy (relating only to its local business); and (c) taking certain restructuring actions specific to Groupon S.r.l., incl

Forward Looking Statements

Forward Looking Statements The statements contained in this 8-K that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute and achieve the expected benefits of our go-forward strategy; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, tax, legal and regulatory developments in the jurisdictions in which we operate and geopolitical instability resulting from the conflicts in Ukraine and the Middle East; global economic uncertainty, including as a result of inflationary pressures; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industr

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GROUPON, INC. Date: April 15, 2024 By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR