April 26, 2024

DealBook: Groupon Back on Track for Its I.P.O.

Andrew Mason, Groupon's chief executive.Seongjoon Cho/Bloomberg NewsA memo from Andrew Mason, Groupon’s chief executive, contributed to a delay in the company’s initial public offering.

Groupon is planning to put its initial public offering back on track even as markets remain rocky.

After postponing presentations to potential investors early this month, the online coupon giant is now aiming to go public in late October or early November, according to people briefed on the matter. That would mean that Groupon could embark on its investor roadshow by the middle of next month, these people said.

The restart on the I.P.O. process is being driven in part by a resolution between the company and the Securities and Exchange Commission over a memo from Groupon’s chief executive to employees that promoted the company’s business performance, the people said. The memo soon became public, raising concerns that the company had violated S.E.C. rules restricting corporate information before an offering to its prospectus.

But the biggest reason for the changes in Groupon’s timing has been the volatility in stocks in recent weeks. While the company now appears to feel more confident about going forward with an offering, another round of market gyrations could again delay its roadshow and stock sale, said the people briefed on the matter, who were not authorized to speak publicly.

Already a number of companies have chosen to delay their offerings given the current market, including the International Automotive Components Group, a car parts maker controlled by the billionaire investor Wilbur L. Ross.

Other companies’ plans remain in flux. Facebook, the social networking giant, whose potential for a public offering is the stuff of breathless speculation, has yet to nail down a plan. The company is still planning to go public in the first half of next year, people close to the matter said on Wednesday, even as The Financial Times reported that the offering will most likely be pushed to late 2012.

Swings in the market endanger the stable pricing that companies and their bankers look for to reap the highest proceeds from their stock sales. Coupled with a broader slump in the market — the Standard Poor’s 500-stock index has fallen 7.7 percent over the past three months — the landscape has become much tougher for equity offerings.

Already this year, companies that began their newly public lives buoyed by investor interest have since seen their stock gains fade. Shares of Renren, a Chinese social networking company, have fallen 52 percent below their $14 offer price. And shares of Demand Media, a big online content producer, have slipped 55 percent below their $17 offer price.

Of the 97 companies that have gone public in the United States this year, 64 percent of them now trade below their offer price, according to data from Thomson Reuters.

Still, Groupon has overcome one potential hurdle to its I.P.O. The leaked memo from its chief executive, Andrew Mason, had threatened to complicate the company’s discussions with the S.E.C. over its prospectus.

The questions about the leaked internal memo arose during the S.E.C.’s review of the Groupon prospectus. The agency regularly oversees the filings of companies seeking to go public, seeking to prevent improper stock promoting. The S.E.C. had previously expressed concerns about a pro forma accounting measure Groupon had presented in an earlier version of its prospectus. After questions about whether the metric misleadingly showed Groupon to be profitable, the company removed references to it in a revised securities filing.

The incident over the leaked memo was somewhat similar to one in 2004 involving Google, which appeared to violate S.E.C. quiet-period rules before its I.P.O. when its founders, Larry Page and Sergey Brin, gave an interview to Playboy magazine. And the possible solution may be similar as well: Groupon could file another revision to its prospectus, which would include at least parts of Mr. Mason’s memo and additional details that support its assertions. Those could include some August performance figures. (Google was required to amend its prospectus to include the magazine interview.)

Less than three years old, Groupon has become one of the darlings of the new generation of Internet companies, and its initial offering is almost as eagerly awaited as that of Facebook. The company, which signs up local merchants to offer daily deals, has reported eye-popping growth in its revenue and subscriber rolls.

That has pushed its valuation ever higher, with some people close to the company estimating that it could fetch $25 billion to $30 billion in the I.P.O.

At the same time, the company has come under fire from some retailers and analysts who are skeptical about its ability to sustain its growth rate. Groupon’s growth has slowed in recent months as the company has gotten bigger,

But Groupon still reported enviable results in its second quarter, including a 36 percent gain in net revenue, to $878 million.

Article source: http://feeds.nytimes.com/click.phdo?i=661471bf8243690d3868a8ddba86c5fe

DealBook: Groupon Drops Criticized Yardstick, but Shows More Growth

Andrew Mason, the chief executive of GrouponSeongjoon Cho/Bloomberg NewsAndrew Mason, the chief executive of Groupon.

Groupon has dropped a much-criticized accounting metric after pushback from the Securities and Exchange Commission, according to an amended prospectus filed on Wednesday.

But the online coupon giant also showed that it had maintained growth, with both its revenue and subscriber base having jumped in just a matter of months.

With its latest disclosure, Groupon is seeking to keep investor interest high for its forthcoming offering, which could come as soon as next month even amid the recent volatility in the stock market. The company is one of the darlings of the latest round of Internet companies, alongside the likes of Facebook and LinkedIn.

But Groupon has faced pressure to show it can maintain its astronomic growth in the face of a rapidly multiplying field of competitors. Beyond other deal sites like LivingSocial — itself seeking to go public — other rivals now include Google and Amazon.

In its new filing, Groupon removed references to “adjusted consolidated segment operating income,” or ACSOI, an unusual measure of the company’s business performance.

Groupon said that the measure — which subtracted its formidable online marketing and acquisition costs from its operating performance — was an important yardstick the company used. (ACSOI was not meant to be used as a valuation measure, Groupon cautioned.)

But critics said that it obscured the company’s losses and ignored a likely need to keep spending on marketing. On a generally accepted accounting principles basis, Groupon reported a $108.9 million net loss attributable to common shareholders for the second quarter, down 26 percent from the first quarter.

After discussions with the S.E.C. in recent weeks, Groupon decided to remove references to ACSOI from its latest prospectus, though it intends to continue using the metric internally, people briefed on the matter told DealBook.

“While we track this management metric internally to gauge our performance, we encourage you to base your investment decision on whatever metrics make you comfortable,” Andrew Mason, Groupon’s chief executive, said in a letter to investors in the prospectus.

In its place, the company substituted CSOI, a slightly less esoteric yardstick that is used by the likes of Amazon and which includes marketing costs. On this basis, Groupon lost $62.3 million for the second quarter this year.

By other measures, however, Groupon showed strong growth. It reported $878 million in net revenue for the second quarter, a 36 percent jump over the first quarter and a 906 percent leap over the same time last year.

Still, the latest filing shows that the company isn’t sustaining the astronomic growth that more than doubled its quarterly revenue several times last year.

Groupon also reported 115.7 million subscribers during that same time period, up 39 percent from the first quarter and 10 times more than a year ago.

One of Groupon’s biggest challenges has been proving that it can convert subscribers to its daily listings into paying consumers. The company reported 23.1 million customers for the quarter, who cumulatively purchased 32.5 million deals, a major improvement from the first quarter.

On average, Groupon now sells about four deals per customer, up from 3.8 in the first quarter.

Groupon also began trimming its formidable marketing budget, something it said would happen as more people became aware of the company. It spent 8 percent less on online marketing, or $165.2 million.

At the same time, it has been adding more employees to its sales force. The company reported having more than 4,800 sales representatives in the second quarter, up from more than 3,500 in the first quarter.

Groupon’s gross profit margins shrank from the first quarter, to 38.8 percent from 41.9 percent. The company attributed that to expansion in Asia and in national deals in North America, two areas that yield less profit but help lock in new subscribers.

Its foray into travel deals, Groupon Getaways, also fetches smaller margins, though it draws in more revenue per deal.

Another measurement that Groupon has promoted to investors, free cash flow, showed improvement: at $29.8 million for the second quarter, the company more than quadrupled what it generated earlier in the year.

Article source: http://feeds.nytimes.com/click.phdo?i=006621a1eeec4b7acb46e51d04e27a69