Groupon IPO: Why the company lost half of its expected value

Groupon Inc plans to raise as much as $540 million in an initial public offering, less than previously planned, as the daily deals website grapples with a weak equities market, executive departures, and questions about its accounting and business model.

The company aims to sell 30 million shares, or less than 5 percent of the company, at between $16 and $18 each, according to a regulatory filing on Friday.

The midpoint would value Groupon $10.8 billion, far less than the $20 billion initially expected but still above the $6 billion that Google Inc offered to pay for the business last year.

Despite the lowered valuation, some analysts say Groupon's shares could still struggle when they come to market in November. They point to questions over the long-term viability of a company that faces fierce competition in a business that has low barriers to entry.

The fact that Groupon has changed its accounting twice under pressure from regulators, and lost two chief operating officers this year, also has not instilled confidence.

"This offer strikes me as very, very unattractive," said Josef Schuster, founder of Chicago-based IPO research and investment house IPOX Schuster. "I think it's over-valued.''

He said the scaling back of the IPO and the small float suggested more shares could be offloaded later. Depending on demand, the IPO will raise between $480 million and $540 million, compared with a previous target of up to $750 million.

The online daily deal industry has exploded into a multibillion-dollar business since Groupon was launched in late 2008. That growth has attracted hundreds of rivals, including giants like Google and Amazon.com Inc.

Brad Gastwirth, co-founder of ABR Investment Strategy, an independent research firm that focuses on technology and healthcare, said the lowered valuation will help the IPO, but he cited concerns about whether Groupon can diversify revenue sources and shift to higher margin products.

"There was very little investor interest in the deal at the $20 billion-plus valuation,'' said Gastwirth. "While on the surface the price-to-sales multiple is getting more reasonable, there are still many questions that need to be answered before we and investors feel comfortable with this IPO.''

SMALLER LOSSES

Groupon is one of the most closely watched IPOs this year, as turmoil in the financial markets disrupted many share offering plans and cut the value of the few that did get done. If Groupon succeeds, it will bode well for other companies also considering going public, including social gaming company Zynga and social network Facebook.

"The market is slowly but surely reopening,'' said Nasdaq head of listings Bob McCooey. "Companies including Groupon have been in wait-and-see mode for quite a while and now they are seeing an opportunity to get out and get priced, and they are taking advantage of that.''

The shares are expected to trade on the Nasdaq under the symbol "GRPN.''

Groupon is set to launch a roadshow next week with Chief Executive Andrew Mason, Chief Financial Officer Jason Child, and product head Jeff Holden to attract potential investors.

One of the main question marks over Groupon has been whether the company can become profitable soon. Friday's IPO filing disclosed third-quarter results and some progress toward profitability.

On a pro forma operating basis, which excludes stock-based compensation, Groupon's loss narrowed to $2 million in the third quarter from $62 million in the second quarter, in part because it kept a lid on marketing spending. Earlier this year, it hired Richard Williams from Amazon to head marketing.

The company said it had 30 million customers at the end of September, up from 23 million three months earlier. Customers are subscribers who have bought one of Groupon's coupons.

Repeat customers climbed to 16 million in the third quarter from 12 million at the end of the second quarter, the company also said in its filing.

The average number of coupons sold per customer was 4.2, up about 5 percent from the previous three-month period.

Morgan Stanley, Goldman Sachs & Co and Credit Suisse are leading the underwriters on the offering.