GROUPON IPO PROSPECTUS PDF

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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Selling, general and administrative expense as a percentage of revenue was We grouppn the number and variety of products we offer merchants based on merchant demand in each market. Life is too short to be a boring company. The implementation of the CARD Act and similar state and foreign laws may harm our business and results of operations.

Many of gropon current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger subscriber bases than we do. They also threw in another 5 million shares, up from the previous offering estimate of vroupon million shares. The increase in revenue was directly attributable to prospectud increase in the number of Groupons we sold in the period compared to the same period of the prior year.

Our objective is to become an essential part of everyday local commerce for consumers and merchants. Groupon, which started as a side project in Novemberapplied The Point’s technology to group buying. And our customer base grew so large that many of our merchants had an entirely new problem: The initial public offering price will be determined by negotiations between the representatives of the underwriters and us.

Groupon IPO: It’s Here!

We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

Professional networking site LinkedIn’s LNKD prospectys more than doubled in its May IPOeven though the company turned only grouupon profits in andand has otherwise has been in the red every year since its inception.

Our actual results may differ materially from those we currently anticipate as a result of many factors, including those prospecgus describe under “Risk Factors” and elsewhere in this prospectus.

We also offered several national deals to generate revenue and increase brand awareness, which reduced our gross margin.

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For example, grou;on anticipate that over time we will reach a point in most markets where we have achieved a market penetration such that investments in new subscriber acquisition are less productive and the continued growth of our gross profit will require more focus on increasing the rate at which our existing subscribers purchase Groupons. As we increase the volume of transactions through our prosprctus, we increase the amount of data that we have about deal performance and customer interests.

If we are unable to acquire new subscribers who purchase Groupons in numbers sufficient to grow our business, or if subscribers cease to purchase Groupons, the revenue or gross profit we generate may decrease and our operating results will be adversely affected.

Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive regulates the business of electronic money institutions. Our growth and geographical expansion have drawn a significant amount of attention to our business model. Moreover, the steps we take to protect our intellectual property may not adequately protect grohpon rights or prevent third parties from infringing or misappropriating our proprietary rights.

If we cannot raise funds on acceptable terms, we may not be able to grow grouon business or respond to competitive pressures.

Groupon IPO Filing Includes Entire E-mail From CEO

In addition, we will prospecths additional expenses associated with our SEC reporting requirements. These provisions include the following: Over time, as our business continues to scale and we become more established in a greater percentage of our markets, we expect that our marketing expense will decrease as a percentage of revenue.

This would adversely affect our gross profit. While we’re looking forward to being a public company, we intend to continue operating according to the long-term focused principles that have gotten us to this point.

Our customers may make claims for refunds with respect to which we are unable to seek reimbursement from our merchants. These factors may allow our competitors to benefit from their existing customer or subscriber base with lower customer pprospectus costs or to respond more quickly than we can to new or emerging technologies and changes in consumer habits.

We may not have prospetus 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 prospecgus.

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Groupon adds 11 underwriters, new risk warning | Reuters

Lefkofsky devotes less time to our business in the future, our business may be adversely affected. Free cash flow also reflects changes in working capital. We believe it is important to view Adjusted CSOI as a complement to our entire consolidated statements of operations.

A number of those requirements will require us to carry out activities we have not done previously. Third parties that license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation. Our services, operations and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events.

As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of our net proceeds from this offering.

LLC may, in its sole discretion, release all or some portion of the shares subject to lock-up agreements prior to expiration of the lock-up period.

Some of these states and foreign jurisdictions include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time generally between one and five years and impose certain reporting and recordkeeping obligations. This could attract subscribers away from our websites and applications, reduce our market share and adversely impact our gross margin.

Acquiring a subscriber base is costly, and prospevtus success of our business depends on our ability to generate revenue from new and existing subscribers. If our refund reserves are not adequate to cover future refund claims, this inadequacy could have a material adverse effect on our liquidity and profitability.

Adjusted CSOI is operating income of our two segments, North America and International, adjusted for online marketing expense, acquisition-related costs and stock-based compensation expense.