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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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If the estimates and assumptions we use are inaccurate, we may not be able to recover our subscriber acquisition costs and our growth rate and financial results will be adversely affected. Provision Benefit for Income Taxes. If we are unable to finance our operations on acceptable terms as a result of renewed tightening in the credit markets, broupon may experience increased costs or we may not be able to effectively manage our business.

If our assumptions regarding our subscriber economics, including those relating to the effectiveness of our marketing spend, prove incorrect, our ability to generate profits from our investments in new subscriber acquisitions may be less than we have assumed. Consolidated gross profit and prospetcus margin for each of the years presented were as follows: We expect that our salesforce headcount will continue to grow over time as we continue to expand our business into new markets, but that our sales and marketing expense will decrease as a percentage of revenue.

Groupon IPO prices at $20 a share

This is our initial public offering and no public market currently exists for our shares. We believe that our ability to compete depends upon many factors both within and beyond our control, including the following: We use our technology and scale to target relevant deals based on individual subscriber preferences.

Financial prospectuss for periods prior to has not been provided because we began operations in As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of hroupon net proceeds from gruopon offering. We intend to file a registration statement under the Securities Act as soon as practicable after the completion of this offering to cover the issuance of shares upon the exercise of options granted under the Plan and the Plan, and of shares granted under the Plan.

If we are unable to recover subscriber acquisition costs with revenue and gross profit generated from those subscribers, our business and operating results will be harmed. We have not independently verified any third-party information and cannot assure you of its accuracy or completeness. We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund grouon.


Several other online companies have gone public in gruopon and while they’ve generally done well on their first trading days, their longer term performance is mixed. 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.

We refer to this as our subscriber economics. Any disruption or restriction on the distribution of emails or other messages or any increase in the associated costs gdoupon materially and adversely affect our revenue and profitability. We believe it is important to view Adjusted CSOI as a complement to our entire consolidated statements of operations. Furthermore, during challenging economic times, our merchants may face issues gaining timely access orospectus sufficient credit, which could result in their unwillingness to continue with our service or impair their ability to make timely payments to us.

We are seeking to hire a significant number of personnel inincluding certain key management personnel. Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our ioo.

By bringing the brick and mortar opo of local commerce onto the internet, Groupon is creating a new way for local merchants to attract customers and sell goods and services. The loss of key personnel, including key members of management as well as our marketing, sales, product development and technology personnel, could disrupt our operations and have an adverse effect on our ability to grow our business. The implementation of the CARD Act and similar state and foreign laws may harm our business and results of prospectux.

Any representation to the contrary is a criminal offense. If prospecgus of this were to occur, it could damage our reputation, limit our growth and negatively affect our operating results. Our business depends on the development and maintenance of the internet infrastructure. We believe free cash flow is an important indicator for our business because it measures the amount of cash we generate after spending on marketing, wages and benefits, capital expenditures and other items.

As we become a more mature company, we may find our recruiting and retention efforts more challenging. Such changes to our technology platform and related software carry risks such as cost overruns, project delays and business interruptions and delays. In most of our International markets, merchants are not paid until the customer redeems the Groupon. In addition, we face exposure to fluctuations in interest rates which may impact our investment income unfavorably.


It is possible that consumers or other third parties will seek to create counterfeit Groupons in order to fraudulently purchase discounted goods and services from groupkn merchants. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales.

In countries such as the U. Online ggroupon expense primarily represents the cost to grouopn new subscribers and is determined by the amount of subscriber growth we wish to prospects.

Cost of revenue primarily consists of the amounts paid to and accrued for our merchants associated with the sale of Groupons. We do not remit any amounts relating to unredeemed Groupons based on our assessment of applicable laws.

Our revenue is the purchase price paid by the customer for the Groupon. Our investments in subscriber growth are driven by the cost to acquire a subscriber relative to the profits we expect to generate from that subscriber over time.

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

Any limitation on our ability to expand internationally could harm our business. Our inability to seek reimbursement from our merchants for refund claims could have an adverse effect on our liquidity and profitability.

This risk is enhanced in certain jurisdictions outside the United States, where our liability for such third-party actions may be less clear and we may be less protected. Our failure to apply these proceeds effectively could cause our business to suffer.

Our business relies heavily on email and other messaging services, and any restrictions on the sending of emails or messages or a decrease in subscriber willingness to receive messages could adversely affect our revenue and business. In particular, these new prospctus will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.