Photo: Flickr/Hubert Burda Media
Groupon filed an amended version of its IPO documents this afternoon, and there are a few key differences from its original filing.The most obvious one: the company is being more up-front about the losses it is incurring due to marketing expenses.
It’s also cautioning investors NOT to use the comments cofounder Eric Lefkofsky made about being “wildly profitable” in a June 5 story on Bloomberg. Groupon was in a quiet period, and the new filing says that Lefkofsky “did not agree to be interviewed for the news story and, through representatives, requested that the statement not be published.” Ouch.
In its initial filing, Groupon also came under a lot of fire for using an accounting term called adjusted consolidated segment operating income (CSOI), which didn’t count the company’s huge marketing spend to gain new customers. The metric is still in there, but at least Groupon is being up-front about its net income in the early part of the prospectus.
Here’s what changed in the prospectus summary (new text in bold):
- We increased our revenue from $3.3 million in the second quarter of 2009 to $644.7 million in the first quarter of 2011. We had net income of $21,000 for the second quarter of 2009 as compared to a net loss of $102.7 million for the first quarter of 2011.
- We expanded from five North American markets as of June 30, 2009 to 175 North American markets and 43 countries as of March 31, 2011. Revenue from our international and domestic operations was $346.8 million and $297.9 million, respectively, in the first quarter of 2011.
- We increased our subscriber base from 152,203 as of June 30, 2009 to 83.1 million as of March 31, 2011. A total of 43,014 customers purchased Groupons through the end of the second quarter of 2009 as compared to 15,803,995 through the end of the first quarter of 2011.
There’s also a lot more acknowledgment of the risks Groupon faces in international expansion, like “varied commercial and regulatory landscapes” and “integration” between international and North American business units.
The filing also adds 11 new underwriters to the original list (again, adds in bold):
Morgan Stanley & Co. LLC
Goldman, Sachs & Co.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Allen & Company LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
William Blair & Company L.L.C.
Citadel Securities LLC
Loop Capital Markets, Inc.
RBC Capital Markets, LLC
The Williams Capital Group, L.P.
The greeting letter from Andrew Mason has also been pushed way down to page 32.