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      A Steal at $30 Billion!
      Are Groupon's creative performance metrics masking problems with its business?
      By Annie Lowrey
      Posted Thursday, Aug. 11, 2011, at 6:17 PM ET

Is Groupon's valuation too good to be true?Since the daily deals site Groupon launched in November 2008, its story

has been about huge numbers, giant savings, and astronomical growth. According to one accounting, it is the fastest-

growing company, ever. According to its own accounting, it has become profitable far sooner than most tech startups.

Wall Street seems poised to reward it with an initial public offering valuing the company at as much as $30 billion. But

are all these big numbers based on questionable metrics? And can Groupon really keep up the soar-away growth

justifying that fantastic valuation?

Those are the questions investors have been pondering since Groupon started the process of going public. In June,

the Chicago-based company filed an S1 with the Securities and Exchange Commission, allowing prospective investors

to take a look under the young business's hood and to kick its tires before deciding whether to buy shares. (The

company expects to make its initial public offering sometime in the fall.)

The document shows truly fantastic growth. In fewer than three years, Groupon has picked up 7,100 employees,

gained more than 83 million subscribers, and reached quarterly sales of more than 28 million coupons. Its turnover hit

$713 million in 2010. And the company has grown so quickly and found a local-advertising niche so rich that it has

already become profitable, it says. It reported operating income of $61 million in 2010 and $82 million in the first

quarter of 2011. For context, the world's biggest advertising company, Omnicom, made profits of about $200 million

that quarter—with a 120-year corporate history and a staff of 68,000.

But in a note at the beginning of the filing, Groupon's CEO, Andrew Mason, indicated that the company does not

"measure [itself] in conventional ways." The document included metrics that do not conform to GAAP, or generally

accepted accounting principles. Most notably, the company touted its "ACSOI" or "adjusted consolidated segment

operating income"—a yardstick nobody had ever heard of. The "key" metric tallies operating income "before our new
subscriber acquisition costs and certain non-cash charges," Groupon said, thus showing "profitability before marketing

costs incurred for long-term growth."

ACSOI, mentioned nearly 50 times in the document, showed that Groupon made $82 million in the first quarter of the

year. But ACSOI left out the hundreds of millions of dollars associated with marketing the service, acquiring other

businesses, and bringing in new subscribers. So it left out very real costs of growth—not one-off investments or

unusual charges, but expenditures core to the company's expanding business.

Investors noticed—and howled. The Wall Street Journal termed the filing "magic." Tech blogs declared the company a

sham. Many commentators hearkened back to the worst days of the late-1990s tech bubble, when out-of-nowhere

dot-coms with cloudy revenue streams got billions from IPO-hungry investors. Forbes pointed to one especially salient

piece of commentary from 1998. "Certain internet CFOs are pushing investors to look at EBITDAM," Silicon Valley
investor Bill Gurley wrote. "The 'M' represents marketing, and is an attempt to get Wall Street to ignore what has

become the single biggest expenditure for internet startups. This only makes sense if you truly believe that marketing
costs will one day go away, which should be considered unlikely. Perhaps we should make it easier and skip straight

to EBE (earnings before expenses)."

The SEC agreed and sent Groupon back to its books. The company amended its S1 filing Wednesday, with a bit of egg

on its face. The new filing drops this description of ACSOI: "[W]e think of it as our operating profitability before

marketing costs incurred for long-term growth." It adds the line: "While not a valuation metric, [ACSOI] provides us

with critical visibility into our business." And it reminds investors, "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." Looking at the metrics that tend to make investors comfortable, then, Groupon is not making money at

all. Factoring in all costs, and judging by regular old operating income, Groupon lost $420 million in 2010 and $117

million in the first quarter of 2011.

So what does it all mean? Should investors run screaming from Groupon? Is it an overrated, hyped-up scam? Are we

in the middle of another tech bubble? Well, Groupon does seem rather prone to hyperbole, perhaps because its

business has proved so worthy of it in its mere months of existence. The filing makes clear that Groupon is losing

money in the way that almost all new businesses lose money. It is burning through cash to establish itself as a leader

in local advertising and to keep up that extraordinary rate of subscriber and revenue growth.

Indeed, Groupon spent $379 million on advertising in the first six months of 2011 alone, enough to diminish any

large-cap company's bottom line. But the company tries to justify that spending in its S1 filing, showing how such

investment pays off down the road. In a detailed section titled "Subscriber Economics," Groupon notes that it spent

$18 million to add 3.7 million subscribers in the second quarter of 2010, for example. By the end of June this year, it

says, those customers had generated $185 million in revenue and $77 million in profit.

The big question is whether the "marketing costs incurred for long-term growth" will really generate "long-term

growth." It makes sense for Groupon to spend hundreds of millions of dollars now to pick up new subscribers and sign

up new businesses offering daily deals. But the business has significant overhead in the form of its thousands of

copywriting and ad-sales workers. It also carries hefty advertising costs. As the business matures, it needs to convert

expensive first-time users into low-cost habitual users.

Some numbers in the filing hint that businesses and individuals who have used Groupon once do not always come
back for more—a much bigger problem than Groupon's silly profitability metric. The company's case study of its most-

mature market, Chicago, shows its average revenue per subscriber and revenue per Groupon sold declining. The

number of Groupons sold per customer also seems to be flattening out. The number of merchants with which Groupon

has the "exclusive right to feature deals" shrank in North America, from 20,233 in the first quarter to 20,041 in the

second. And as noted by the Wall Street Journal, overall growth has slowed down, too. Revenue rose 63 percent from

the fourth quarter of 2010 to the first quarter of 2011, but only 36 percent from the first quarter to the second. The

company also faces a soured reputation among some local businesses, the wariness of investors, and increased

competition of late.

Of course, Groupon remains fast-growing, market-dominating, and young. Those revenue and expenditure numbers

should and will look very different a few years from now. But there are some worrisome signs lurking in Groupon's S1
report. For one, that weird ACSOI metric is less prominent after the revision. But it is still there.

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