Groupon has abandoned a controversial accounting measure in a revised prospectus for its initial public offering filed on Wednesday, and. In an unusual letter from CEO Andrew Mason that kicks off the IPO filing, he says Groupon is focused on growth, and measures its success by. Groupon is out with the fourth update to its IPO prospectus.

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We are committed to providing a great customer experience prospectue maintaining the trust of our customers. When we see opportunities to invest in long-term growth, expect that we will pursue them regardless of certain short-term consequences.

Among the factors that could affect our stock price are: For a description of our capital stock, see “Description of Capital Stock. Our total number of subscribers may be higher than the number of our actual subscribers and may not be representative of the number of persons who are prospetcus potential customers. We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends.

Pgospectus reputation and ability to acquire, retain and serve our subscribers are dependent upon the reliable performance of our websites and applications and the underlying network infrastructure. Furthermore, if we identify any issues in complying with those requirements for example, if we or our accountants identify a material weakness or significant deficiency in our internal control over financial reportingwe could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us.

New risks emerge from time-to-time.

Our use of Adjusted CSOI has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under GAAP. These risks are discussed more fully under the caption “Risk Factors,” and include but are not limited to the following: We do not control these analysts or other third parties.

Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Moreover, a successful challenge to our position could subject us to penalties or interest on unreported and unremitted sums, and any such penalties or interest would have a further material adverse impact on our net income.

Groupon IPO: It’s Here!

We must continue prlspectus acquire and retain subscribers who purchase Groupons in order to increase revenue and achieve profitability. Pros;ectus, during challenging economic times, our merchants may face issues gaining timely access to sufficient credit, which could result in their unwillingness to continue with our service or impair their ability to make timely payments to us.

Groupons may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed prospwctus, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons. We also have added substantially to our salesforce, allowing us to increase the number of merchant relationships and offer more deals on a daily basis on our websites and higher quality deals to subscribers.


For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. Professional networking site LinkedIn’s LNKD shares more than doubled in its May IPOeven though the company turned only slight profits in andand has otherwise has been in the red every year since its inception. We do these things to propsectus our customers and merchants happy, knowing that market success would be a side effect.

In addition, we expect to face increased competition from other internet and technology-based businesses such as Facebook, Google and Grkupon, each of which has launched initiatives which are directly competitive to our business. Provision Benefit for Income Taxes. An increase in our refund rates could significantly reduce our liquidity and profitability.

In addition to such competitors, we expect to increasingly compete against other large internet and technology-based businesses, such as Facebook, Google and Microsoft, each of which has launched initiatives which are directly competitive to our business.

We also offered several national deals to generate revenue and increase brand awareness, which reduced our gross margin. If we experience a material business interruption as a result of this process, it could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

You should rely only on the information contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. Any of these events could have an adverse effect on our business and results of operations. Groupln variety of federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data.

Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in internet commerce. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus.

In addition, negative publicity and subscriber sentiment generated grouoon a result of fraudulent or deceptive conduct by our merchants could. If products or services we introduce, such as changes to our websites and applications, the introduction of social networking and location-based marketing elements to our websites, or entirely new lines of business that we may pursue, fail to engage subscribers ggoupon merchants, we may fail to acquire or retain subscribers or generate sufficient revenue or other prospextus to justify our investment, and our business may be materially and adversely affected.

Groupon IPO Filing Includes Entire E-mail From CEO – Deal Journal – WSJ

Cost of revenue as a percentage of revenue was We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting areas where data centers upon which we rely are located, and our business interruption insurance may be insufficient to compensate us for losses that may occur. We consider Adjusted CSOI to be an important measure of the performance of our business as it excludes expenses that are non-cash or otherwise not indicative of future operating expenses.


Any representation to the contrary is a criminal offense. Such financing may not be prosepctus on acceptable terms, or at all, and our failure to raise capital when needed could harm our groupob.

Groupon IPO prices at $20 a share – Nov. 4,

As with any business in a month-old industry, the path to success will have twists and turns, moments of brilliance and other moments of sheer stupidity. The model was built around our limitations: We are seeking to hire a significant number of personnel inincluding certain key management personnel.

proospectus We have a rapidly evolving business model and our new product and service offerings could fail to attract or retain prospectis or generate revenue.

Our total number of subscribers may be higher than the number of our actual subscribers because some subscribers have multiple registrations, other subscribers have died or become incapacitated prosprctus others may have registered under fictitious names. We currently use a common technology platform in our North American segment to operate our business and are in the process of migrating our operations in our International segment to the same platform.

To adapt, we increased our investment in technology and released deal targeting, enabling us to feature different deals for different subscribers in the same market based on their personal preferences. In the event of further growth of our operations or in the number of our third-party relationships, our information technology systems or our internal controls and procedures may not be adequate to support our operations.

A downturn prospectux general economic conditions may also increase our refund rates. We do not have long-term arrangements to guarantee availability of deals that offer attractive quality, value and variety to consumers or favorable payment terms to us.

Expansion into international markets requires management attention and resources and requires us to localize our services to conform to a wide variety of local cultures, business practices, laws and policies. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.

The information in this preliminary prospectus is not complete and may be changed. In the event that we become subject to the requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could reduce our net income.

Our merchant payment terms and revenue growth have provided us with operating cash flow to fund our working capital needs.

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