SEC Comment Letter for Groupon, Inc. (GRPN) (CIK 0001490281) (GRPN) — Aug 16, 2018
Groupon, Inc. (GRPN) (CIK 0001490281)
Date: Aug. 16, 2018 · CIK: 0001490281 · Accession: 0000000000-18-025451
AI Filing Summary & Sentiment
File numbers found in text: 001-35335
Letter
August 16, 2018 Michael Randolfi Chief Financial Officer Groupon, Inc. 600 West Chicago Avenue, Suite 400 Chicago, Illinois 60654 Re:Groupon, Inc. Form 10-K for the Fiscal Year Ended December 31, 2017 Filed February 14, 2018 Form 10-Q for the Quarter Ended June 30, 2018 Filed August 3, 2018 File No. 001-35335 Dear Mr. Randolfi: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-Q for the Quarter Ended June 30, 2018 Notes to the Condensed Consolidated Financial Statements 2. Adoption of New Accounting Standards Product Revenue, page 9 1.We note your inventory balance on page 12. We also note your disclosure on page 18 of your Form 10-K for the year ended December 31, 2017 that you purchase a portion of the merchandise that you offer for sale and that you rely on third-party logistics providers and third-party sellers for much of your order fulfillment and delivery. Please provide us with a comprehensive discussion regarding your involvement in direct sales of merchandise inventory through your Goods category and how you considered the involvement of third-
FirstName LastNameMichael Randolfi Comapany NameGroupon, Inc. August 16, 2018 Page 2 FirstName LastName Michael Randolfi Groupon, Inc. August 16, 2018 Page 2 parties in determining that product revenue should be reported on a gross basis. Reference 606-10-55-36 through 40. 11. Revenue Recognition, page 16 2.We note your disclosure in footnote 6 to the table on page 18 that you recognized an income tax benefit of $6.4 million resulting from the adoption of ASC 606. Please explain what intercompany activities were impacted by the adoption of ASC 606 and how that resulted in an income tax benefit during the six months ended June 30, 2018. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Lisa Etheredge, Senior Staff Accountant at (202) 551-3257 if you have questions regarding comments on the financial statements and related matters. Please contact Joshua Shainess, Staff Attorney at (202) 551-7951 or Celeste M. Murphy, Legal Branch Chief at (202) 551-3257 with any other questions. Sincerely, Division of Corporation Finance Office of Telecommunications
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August 16, 2018
Michael Randolfi
Chief Financial Officer
Groupon, Inc.
600 West Chicago Avenue, Suite 400
Chicago, Illinois 60654
Re:Groupon, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 14, 2018
Form 10-Q for the Quarter Ended June 30, 2018
Filed August 3, 2018
File No. 001-35335
Dear Mr. Randolfi:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarter Ended June 30, 2018
Notes to the Condensed Consolidated Financial Statements
2. Adoption of New Accounting Standards
Product Revenue, page 9
1.We note your inventory balance on page 12. We also note your disclosure on page 18 of
your Form 10-K for the year ended December 31, 2017 that you purchase a portion of the
merchandise that you offer for sale and that you rely on third-party logistics providers and
third-party sellers for much of your order fulfillment and delivery. Please provide us with
a comprehensive discussion regarding your involvement in direct sales of merchandise
inventory through your Goods category and how you considered the involvement of third-
FirstName LastNameMichael Randolfi
Comapany NameGroupon, Inc.
August 16, 2018 Page 2
FirstName LastName
Michael Randolfi
Groupon, Inc.
August 16, 2018
Page 2
parties in determining that product revenue should be reported on a gross basis. Reference
606-10-55-36 through 40.
11. Revenue Recognition, page 16
2.We note your disclosure in footnote 6 to the table on page 18 that you recognized an
income tax benefit of $6.4 million resulting from the adoption of ASC 606. Please
explain what intercompany activities were impacted by the adoption of ASC 606 and how
that resulted in an income tax benefit during the six months ended June 30, 2018.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Lisa
Etheredge, Senior Staff Accountant at (202) 551-3257 if you have questions regarding comments
on the financial statements and related matters. Please contact Joshua Shainess, Staff Attorney at
(202) 551-7951 or Celeste M. Murphy, Legal Branch Chief at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications