SEC Comment Letter for Groupon, Inc. (GRPN) (CIK 0001490281) (GRPN) — Sep 25, 2012
Groupon, Inc. (GRPN) (CIK 0001490281)
Date: Sept. 25, 2012 · CIK: 0001490281 · Accession: 0000000000-12-052680
AI Filing Summary & Sentiment
Letter
September 25, 2012 Via E -mail Mr. Jason Child Chief Financial Officer Groupon, Inc. 600 West Chicago Avenue Suite 620 Chicago, Illinois 60654
Re: Groupon, Inc. Form 10 -K for the Fis cal Year Ended December 31, 2011 Filed March 30, 2012 Form 10 -Q for the Quarter Ended June 30, 2012 Filed August 14, 2012 File No. 1-35335
Dear Mr. Child:
We have reviewed your response letter dated August 24 , 2012 and your filing s and have the following comments . Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so w e may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
Form 10 -Q for the Quarter Ended June 30, 2012
Direct Revenue, page 31
1. In the first page of your press release dated August 13, 2012, you disclose d that the second quarter 2012 was the first quarter that direct revenue was material to Group on’s overall performance. Beginning with the Form 10 -Q for the quarter ended June 30, 2012, you sta ted separately Direct Revenue, but not Cost of Direct Revenue, on the face of the Condensed Consolidated S tatement s of O perations. On page 31 , you disclose d that you expect direct revenues deals to continue to grow significantly throughout 2012 through
Mr. Jason Child Groupon, Inc. September 25, 2012 Page 2
the continued growth of your Groupon Goods business. In addition to your discussion of revenues, please expand your disclosure to discuss and quantify separately the impact of your growth from direct revenues on your income from operations .
Please file all correspondence over EDGAR. You may contact Kathryn Jacobson, S enior Accountant, at (202) 551 -3365 or Robert Littlepage , Accountant Branch Chief , at (202) 551 - 3361 if you have questions regarding comments on the financial statements and rel ated matters. Please contact Ajay Koduri , Attorney -Advisor, at (202) 551-3310 , or me at (202) 551 -3810 with any other questions.
Sincerely,
/s/ Carlos Pacho for
Show Raw Text
September 25, 2012
Via E -mail
Mr. Jason Child
Chief Financial Officer
Groupon, Inc.
600 West Chicago Avenue
Suite 620
Chicago, Illinois 60654
Re: Groupon, Inc.
Form 10 -K for the Fis cal Year Ended December 31, 2011
Filed March 30, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 14, 2012
File No. 1-35335
Dear Mr. Child:
We have reviewed your response letter dated August 24 , 2012 and your filing s and have
the following comments . Please comply with the following comments in future filings. Confirm
in writing that you will do so and explain to us how you intend to comply. In some of our
comments, we may ask you to provide us with information so w e may better understand your
disclosure.
Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10 -Q for the Quarter Ended June 30, 2012
Direct Revenue, page 31
1. In the first page of your press release dated August 13, 2012, you disclose d that the
second quarter 2012 was the first quarter that direct revenue was material to Group on’s
overall performance. Beginning with the Form 10 -Q for the quarter ended June 30, 2012,
you sta ted separately Direct Revenue, but not Cost of Direct Revenue, on the face of the
Condensed Consolidated S tatement s of O perations. On page 31 , you disclose d that you
expect direct revenues deals to continue to grow significantly throughout 2012 through
Mr. Jason Child
Groupon, Inc.
September 25, 2012
Page 2
the continued growth of your Groupon Goods business. In addition to your discussion of
revenues, please expand your disclosure to discuss and quantify separately the impact of
your growth from direct revenues on your income from operations .
Please file all correspondence over EDGAR. You may contact Kathryn Jacobson, S enior
Accountant, at (202) 551 -3365 or Robert Littlepage , Accountant Branch Chief , at (202) 551 -
3361 if you have questions regarding comments on the financial statements and rel ated matters.
Please contact Ajay Koduri , Attorney -Advisor, at (202) 551-3310 , or me at (202) 551 -3810 with
any other questions.
Sincerely,
/s/ Carlos Pacho for
Larry Spirgel
Assistant Director