Groupon (GRPN) risk factors, FY2024 10-K

Risks Related to Our Business, Operations and Strategy

1. 01Our strategy may be unsuccessful and may expose us to additional risks. If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations
2. 02Current or future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all
3. 03Our operating results may vary significantly from quarter to quarter
4. 04In addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and third-party business partner pricing terms. Accordingly, our operating results and profitability may vary significantly from quarter to quarter
5. 05Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners
6. 06If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed
7. 07We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business
8. 08Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices
9. 09An increase in our refund rates or estimated liabilities with respect to unredeemed vouchers could adversely affect our financial results
10. 10The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business
11. 11Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations
12. 12Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business
13. 13We are subject to payments-related risks

Risks Related to Technology and Cybersecurity

1. 14We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace
2. 15Furthermore, web browser providers have implemented and may continue to implement changes in their browsers
3. 16We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand
4. 17As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations

Risks Related to Transactions and Investments

1. 18Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences
2. 19We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits

Risks Related to Our Brand and Intellectual Property

1. 20We allow third parties to sell products via our site, which increases our risk of litigation and other losses
2. 21We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace
3. 22We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties
4. 23using and registering our trademarks, or trademarks that are similar to, or diminish the value of, our trademarks in some countries
5. 24Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed

Risks Related to Legal, Regulatory, Privacy and Tax Matters

1. 25We are involved in pending litigation and other claims and an adverse resolution of such matters may adversely affect our business, financial condition, results of operations and cash flows
2. 26The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations
3. 27Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations
4. 28Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings
5. 29State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services
6. 30Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations could adversely affect our business
7. 31various jurisdictions such as country or state-specific laws that may conflict with or deviate from established privacy directives, or future laws and regulations in other jurisdictions
8. 32Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business
9. 33We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings
10. 34We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment
11. 35The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S. taxation could materially affect our financial position and results of operations
12. 36Our ability to use our tax attributes to reduce future U.S. income taxes could be subject to certain limitations
13. 37We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change

Risks Related to Our Capital Structure

1. 38Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity
2. 39The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company
3. 40The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results

Risks Related to Ownership of Our Common Stock

1. 41The trading price of our Common Stock is highly volatile
2. 42If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline
3. 43We do not intend to pay dividends for the foreseeable future
4. 44Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable
5. 45The capped call transactions may affect the value of our 2026 Notes and our Common Stock
6. 46We are subject to counterparty risk with respect to the capped call transactions