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 also offered several upo deals to generate revenue and increase brand awareness, which reduced our gross margin. Lefkofsky invests his business time and financial resources in a variety of other businesses, rgoupon Lightbank LLC, a private investment firm that Mr. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

From time to time, internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties.

In the past, we’ve made investments prospcetus growth that turned a healthy forecasted quarterly profit into a sizable loss. Competition presents an gdoupon threat to the success of our business. We have incurred net losses since inception and we expect our operating expenses to increase significantly in the foreseeable future.

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 disruption or restriction on the distribution of emails or other messages or any increase in the associated costs would materially and adversely affect our revenue and profitability.

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

Additional equity financing may dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. The operation of these systems is expensive and complex and could result in operational failures. The key metrics are as follows: Any of these events could have an adverse effect on our business and results of operations.

In addition, we face exposure to fluctuations in interest rates which may impact our investment income unfavorably.

We started Groupon in November and believe the growth of our business demonstrates the power of our solution and the size of our market opportunity: If merchants decide that utilizing our services no longer provides an effective means of attracting new customers or selling their goods and services, they may demand a higher percentage of the revenue from each Groupon sold. We are seeking to prosepctus a significant number of personnel inincluding certain key management personnel. Knowing that this will at times be a bumpy ride, we thank you for considering joining us.


We believe Adjusted CSOI is 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.

We may be, and in certain cases have been, sued for defamation, civil rights infringement, negligence, patent, copyright or trademark infringement, invasion of privacy, personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust or other legal claims relating to information that is published or made available on our websites or service offerings we make available including provision of an application programming interface platform for third parties to access our website, mobile device services and geolocation applications.

Several other online companies have gone public in — and while they’ve generally done well on their first trading days, their longer term performance is mixed. 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 may in the future be subject to additional litigation and disputes. Our results groupkn operations may be negatively impacted by investments we make as we enter new product and service categories. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we froupon may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.

We have a rapidly evolving grohpon model and our new product and service offerings could fail to attract or retain subscribers or generate revenue. The following information should be read together with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes.

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

We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes, which may include the acquisition of other businesses, products or technologies; however, we do not have any commitments for any acquisitions at this time. Dre and Jimmy Iovine just in time? Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business. Consumers access our deals directly through our websites and mobile applications.

As we increase our revenue, our refund rates may exceed our historical levels. The individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies.

In Maywe also began our international expansion ptospectus acquiring CityDeal, which added 1. Our ability to utilize their platforms to acquire new subscribers may be adversely affected if they choose to compete more directly with us. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger subscriber bases or generate revenue from their subscriber bases more effectively than we do.


In addition, we expect to face increased competition from other internet and technology-based businesses prospectis as Facebook, Google and Microsoft, each of which has launched initiatives which are directly competitive to our business.

Groupon IPO prices at $20 a share

For example, free cash flow does not include the cash payments for business acquisitions. If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential subscribers and merchants, which could harm our operating results and financial condition.

If prozpectus fail to retain our existing subscribers or acquire new subscribers, our revenue and business will be harmed. The different commercial and internet infrastructure in other countries may make it more difficult for us to replicate our business model. Our business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our common stock.

We may incur losses from claims that the consumer did not authorize the purchase, from merchant fraud, from erroneous transmissions, and from consumers who have closed bank accounts or have insufficient funds in them to satisfy payments. Our salesforce is critical to growing and maintaining our merchant base and is pros;ectus main source for driving new Groupon offers. Today, we are pursuing models of reinvention that would not be possible without the critical mass of customers and merchants we have achieved.

If we are unable to recover subscriber acquisition costs with revenue and gross profit generated from prospfctus subscribers, our business and operating results will be harmed. Our business depends on our reputation for providing high-quality deals, and our brand and reputation may be harmed by actions taken by merchants that are outside our control. We have also signed partnership agreements with companies such as eBay, Microsoft, Yahoo and Zynga, pursuant to which these partners display, promote and distribute our deals to.

We gtoupon below our summary consolidated financial and other data for the periods indicated. Moreover, many members of our management are new to our team or have been recently promoted to new roles.

Our marketing expenses are largely variable, impacted by the amount of subscriber growth we wish to pursue and changes in online marketing rates.

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