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Exact name of Registrant as specified in its charter. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Check one :. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. This is our initial public offering and no public market currently exists for our shares. Groupon, Inc. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense. You should rely only on the information contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor the underwriters have authorized anyone to provide you with additional or different information.
This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States.
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Except where the context requires otherwise, in this prospectus the terms "Company," "Groupon," "we," "us" and "our" refer to Groupon, Inc. Groupon is a local e-commerce marketplace that connects merchants to consumers by offering goods and services at a discount. Traditionally, local merchants have tried to reach consumers and generate sales through a variety of methods, including the yellow pages, direct mail, newspaper, radio, television and online advertisements, promotions and the occasional guy dancing on a street corner in a gorilla suit.
By bringing the brick and mortar world of local commerce onto the internet, Groupon is creating a new way for local merchants to attract customers and sell goods and services. We provide consumers with savings and help them discover what to do, eat, see and buy in the places where they live and work.
We started Groupon in October and believe the growth of our business demonstrates the power of our solution and the size of our market opportunity:. Each day we email our subscribers discounted offers for goods and services that are targeted by location and personal preferences.
Consumers also access our deals directly through our websites and mobile applications. Customers purchase Groupons from us and redeem them with our merchants. Our revenue is the purchase price paid by the customer for the Groupon less an agreed upon percentage of the purchase price paid to the featured merchant.
Our gross billings represent the gross amounts collected from customers for Groupons sold, and we consider this metric to be. Gross billings are not equivalent to revenues or any other metric presented in our consolidated financial statements. Customer experience and relevance of deals.
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We are committed to providing a great customer experience and maintaining the trust of our customers. We use our technology and scale to target relevant deals based on individual subscriber preferences.
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As we increase the volume of transactions through our marketplace, we increase the amount of data that we have about deal performance and customer interests. This data allows us to continue to improve our ability to help merchants design the most effective deals and deliver deals to customers that better match their interests.
Merchant scale and quality. We draw on the experience we have gained in working with merchants to evaluate prospective merchants based on quality, location and relevance to our subscribers.
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We maintain a large base of prospective merchants interested in our marketplace, which enables us to be more selective and offer our subscribers higher quality deals. Increasing our merchant base also increases the number and variety of deals that we offer to consumers, which we believe drives higher subscriber and user traffic, and in turn promotes greater merchant interest in our marketplace.
We believe we have built a trusted and recognizable brand by delivering a compelling value proposition to consumers and merchants. A benefit of our well recognized brand is that a substantial portion of our subscribers in our established markets is acquired through word-of-mouth. We believe our brand is trusted due to our dedication to our customers and our significant investment in customer satisfaction.
Our objective is to become an essential part of everyday local commerce for consumers and merchants. Key elements of our strategy include the following:. Grow our subscriber base. We have made significant investments to acquire subscribers through online marketing initiatives.
Our subscriber base has also increased by word-of-mouth. Our investments in subscriber growth are driven by the cost to acquire a subscriber relative to the profits we expect to generate from that subscriber over time. Our goal is to retain existing and acquire new subscribers by providing more targeted and real-time deals, delivering high quality customer service and expanding the number and categories of deals we offer.
Grow the number of merchants we feature. To drive merchant growth, we have expanded the number of ways in which consumers can discover deals through our marketplace. For example, to better target subscribers, in February , we launched Deal Channels, which aggregates daily deals from the same category. We adjust the number and variety of products we offer merchants based on merchant demand in each market. We have also made significant investments in our salesforce, which builds merchant relationships and local expertise.
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Our merchant retention efforts are focused on providing merchants with a positive experience by offering targeted placement of their deals to our subscriber base, high quality customer service and tools to manage deals more effectively. Increase the number and variety of our products through innovation.
As our local. Expand with acquisitions and business development partnerships. The increase in our revenue, key operating metrics and employee headcount from to is partially attributable to these acquisitions and the subsequent growth of our international operations as a result of such acquisitions. We have also entered into affiliate programs with companies such as eBay, Microsoft, Yahoo and Zynga, pursuant to which these partners display, promote and distribute our deals to their users in exchange for a share of the revenue generated from our deals.
We intend to continue to expand our business with strategic acquisitions and business development partnerships. We have organized our operations into two principal segments: North America, which represents the United States and Canada; and International, which represents the rest of our global operations. The key metrics we use to measure our business include revenue, free cash flow and consolidated segment operating loss income, or CSOI.
We believe revenue is an important indicator for our business because it is a reflection of the value of our service to our merchants. We believe free cash flow is an important indicator for our business because it measures the amount of cash we generate after spending on marketing, wages and benefits, capital expenditures and other items. Free cash flow also reflects changes in working capital. We believe CSOI is an important measure for management to evaluate the performance of our business as it represents the operating results of our segments as reported under U.
GAAP and does not include certain non-cash expenses. Our business is subject to a number of risks of which you should be aware before making an investment decision.
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These risks are discussed more fully under the caption "Risk Factors," and include but are not limited to the following:. We are a Delaware corporation. Our website is www. Information contained on our website is not a part of this prospectus. This prospectus also includes other trademarks of Groupon and trademarks of other persons. We plan to use the net proceeds from this offering for working capital and other general corporate purposes, which may include the acquisition of other businesses, products or technologies; however, we do not have any commitments for any acquisitions at this time.
See "Use of Proceeds. The purpose. Except as otherwise indicated, all share and per share amounts in this prospectus:. We present below our summary consolidated financial and other data for the periods indicated. Financial information for periods prior to has not been provided because we began operations in The unaudited information was prepared on a basis consistent with that used to prepare our audited financial statements and includes all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of the unaudited period.
The historical results presented below are not necessarily indicative of financial results to be achieved in future periods. You should read this information together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited consolidated financial statements and accompanying notes, each included elsewhere in this prospectus. We do not allocate stock-based compensation and acquisition-related expense to the segments.
May include individual subscribers with multiple registrations because the information we collect from subscribers does not permit us to identify when a subscriber may have created multiple accounts, nor do we prevent subscribers from creating multiple accounts. Also may include individuals who do not receive our email offers because our emails have been blocked or are otherwise undeliverable. May include individual customers with multiple registrations.