Groupon, Inc.GRPN

Groupon, Inc. Goodwill & Intangibles Disclosure

10-KFiled Mar 10, 20262 min read
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
As of December 31, 2025 and 2024, the balance of our goodwill was $178.7 million. All goodwill is within our North America segment, which had a negative carrying value as of December 31, 2025. There was no goodwill activity during the years ended December 31, 2025 and 2024.
We performed our annual goodwill impairment assessment as of October 1, 2025, 2024, and 2023 using the income approach and did not identify any goodwill impairment.
Other Intangible Assets
In March 2024, we entered into an agreement with a third party to sell the rights to certain intangible assets in exchange for cash consideration of $10.0 million, subject to license-back provisions that permit continued use of the assets in the ordinary course of our business. The sale was completed in April 2024 and resulted in a pre-tax gain of $5.0 million. The pre-tax gain is presented within Gain on sale of assets on the Consolidated Statement of Operations for the year ended December 31, 2024. The cash activity is presented within Proceeds from sale of assets, net in the investing section on the Consolidated Statement of Cash Flows and includes cash consideration received of $10.0 million, less $1.0 million in fees. The assets were within our North America segment.
The following table summarizes intangible assets as of December 31, 2025 and 2024 (in thousands):
December 31, 2025December 31, 2024
Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
Merchant relationships17,067 17,067 — 18,576 18,576 — 
Trade names9,190 9,100 90 9,425 9,027 398 
Patents1,250 1,160 90 1,250 1,008 242 
Other intangible assets10,519 7,475 3,044 10,483 6,385 4,098 
Total$38,026 $34,802 $3,224 $39,734 $34,996 $4,738 

Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 10 years. Amortization expense related to intangible assets was $1.5 million, $3.0 million and $7.8 million for the years ended December 31, 2025, 2024 and 2023.
As of December 31, 2025, our estimated future amortization expense related to intangible assets is as follows (in thousands):
2026$1,218 
20271,069 
2028853 
202984 
2030— 
Thereafter— 
Total$3,224 

Historical Timeline

Fiscal YearFiled
2025Mar 10, 2026Showing above
2024Mar 11, 2025
2023Mar 15, 2024
2022Mar 16, 2023
2021Feb 28, 2022
2020Feb 25, 2021
2019Feb 18, 2020
2018Feb 12, 2019
2017Feb 14, 2018
2016Feb 15, 2017
2015Feb 12, 2016

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&ELeasesSegmentsDebtCommitmentsStock CompensationNew StandardsPay vs Performance