This summer, Lloyd Blankfein, the chief executive of Goldman Sachs, flew to Chicago to personally pitch his firm to underwrite what was supposed to be the hottest initial public offering of the year: Groupon, the fledgling online coupon company that was being valued at around $30 billion.
Mr. Blankfein’s pitch succeeded and Goldman was selected as one of three lead underwriters, including Morgan Stanley and Credit Suisse. As the summer progressed, some insiders whispered that the offering could value the company at even more. For Wall Street, the I.P.O. was the ultimate bragging right.
They probably aren’t bragging anymore.
Groupon’s triple-digit growth has slowed, slicing Groupon’s valuation in half — if not more. Analysts now suggest the valuation will be lucky to be more than $10 billion. A series of accounting and disclosure gaffes have brought the attention of the Securities and Exchange Commission, raising questions about the company’s credibility.
The history of Groupon’s chairman, Eric Lefkofsky, was also unearthed, showing a lawsuit-prone entrepreneur who flipped a dot-com company in 1999 only to have it lead to bankruptcy a year later for the firm he had sold it to. And Groupon’s filing shows that when the company privately raised $950 million in a pre-I.P.O. round in January, it paid out $810 million of that to its investors and employees, a red flag for any investor. (Mr. Lefkofsky and his wife took home about $319 million of the total.)
All of this raises an obvious question: How did so many Wall Street firms desperate to underwrite the Groupon I.P.O. miss these warning signs when pitching such a sky-high valuation? Or did they just turn a blind eye?
Lynn E. Turner, a former chief accountant for the S.E.C. says
“Underwriters are supposed to be gatekeepers, not just a sales and marketing agent. Underwriters have gotten to the point of being cheerleaders. I question whether they are really fulfilling their obligation to investors.”
A cursory reading of the various versions of Groupon’s prospectus that the banks signed off on, as did the accounting firm Ernst & Young, would give virtually anyone a modicum of pause. And a deep dive into the numbers should have raised alarm bells at the outset about even talking about the possibility of a $30 billion valuation.
Here’s just one data point: Groupon has $225 million in the bank. The company lost $102.7 million in the last quarter on revenue of $878 million. If that were to continue at the same pace, it would need to find a new way to start making money quickly or raise new financing. That is why the I.P.O. could not come soon enough. (Groupon, it should be noted, says it does not intend to use the proceeds of the I.P.O. to finance operations in the next 12 months. But there is always next year.)
In total, as of last quarter, the company had $681 million in current liabilities but only $376 million in assets. Among its liabilities, it owed $392 million to vendors. That is because the company receives money from customers before it has to pay its vendors, called a working capital deficit.
In some cases, a working capital deficit is not a problem. Wal-Mart has a working capital deficit, too. But when there are questions about whether your business can continue to grow at the same rate, a working capital deficit can become a problem because it means you are relying on a steady stream of new revenue to pay off old liabilities.
The company also spent $432 million in the first six months of the year on marketing, an unsustainable model. Add in the fact that Groupon’s revenue slowed in August, up only 13 percent, compared with 96 percent in the first half of the year, according to Yipit Data, and the picture becomes a bit nerve-racking.
Groupon is in a quiet period ahead of its I.P.O., so the company, as well as its underwriters, is unable to comment publically.
But in a memorandum to employees last month, Groupon’s chief executive and founder, Andrew Mason, said he was not worried: “We’re almost on the other side, and the negativity leaves us well positioned to exceed expectations with an I.P.O. baby that, having seen the ultrasound, I can promise you is not one of those uglies.”
He also said that he planned to slow the company’s marketing expenditures. He wrote.
“Eventually, we’ll ramp down marketing just as fast as we ramped it up, reducing the customer acquisition part of our marketing expenses.”
Of course, it is possible that Groupon could update its prospectus with new numbers before the I.P.O., showing that it has already begun to get its house in order. If it were to really slow its marketing spending, it is possible Groupon could turn a profit.
Even so, it does not fully explain how Groupon’s underwriters, whose endorsement of the company is supposed to be considered the Good Housekeeping Seal of Approval, originally came up with Groupon’s questionable $30 billion valuation.
Perhaps more troubling, those same banks allowed their client to publish one of its first filings with an accounting gimmick. It was a made up metric called Adjusted Consolidated Segment Operating Income that accounted for the company’s operating income but conveniently excluded several major expenses, including marketing and acquisition-related costs. That caught the eye of the S.E.C., and Groupon has since been forced to remove the accounting metric.
The cynical reason that the banks stood by Groupon and its accounting shenanigans is most likely the expected fees from the offering. Even if Groupon’s I.P.O. values the company at $10 billion instead of $30 billion, the banks will probably walk away with hundreds of millions of dollars.
Mr. Turner said.
“There’s a ton of money to be had. That’s what’s driving this.”
COMMENTARY: I don't think there's been a business startup that I have trashed more than Groupon. As sick as this may sound, I actually enjoy trashing Groupon. It's a case of S&M for startups. I whip the shit out of Groupon and their incompetent CEO Andrew Mason whenever I can get a chance, and this seems to be about every week or so.
In a blog post dated September 4, 2011, I reported that the Federal Housing Finance Agency or FHFA filed a lawsuit against 17 major banks firms that sold Fannie Mae and Freddie Mac $196 billion in worthless collateralized debt obligations or CDO's that were secured by worthless subprime loans. All of the banks on that list were also bailed out by the Department of the Treasury otherwise the entire banking system would've collapsed and we would not be in the middle of the Great Depression.
Goldman Sachs is one those 17 banks, and the FHFA claims that Goldman sold Fannie Mae and Freddie Mac $11.1 billion in worthless collateralized debt obligations or CDO's. When I read that Goldman Sachs' CEO Lloyd Blankfein had personally pitched Groupon, I was flabbergasted. Would anyone trust a bank that just took Fannie Mae and Freddie Mac for a combined $11.1 billion. Yes, Groupon's CEO Andrew Mason trusts Goldman Sachs. He was apparently overtaken by Blankfein's incredible pitch that valued Groupon at $30 billion. I would've loved to have sat in on that meeting.
Here's more bad news about Goldman Sachs. In July 15, 2010, Goldman Sachs agreed to pay a $550 million fine (the largest in SEC history) to settle SEC claims that it misled investors about collateralized debt obligations secured by subprime mortgages as the housing market began to collapse. Although Goldman knew about the impending collapse, it went ahead and sold those CDO's, then bet against them, and made money at both ends. He called it "market making".
Although Groupon has been able to generate explosive revenue growth, it has yet to generate a single dime in profit, had to restate its earnings for not using generally-accepted accounting practices, and has come under severe criticism by the SEC for violating the "silent period" following its IPO filing, not once, but twice. Groupon has also clearly demonstrated incompetence in executing its global expansion, particularly in China, and the amounts it has spent on sales and marketing have been termed excessive and wasteful.
Groupon has been severely criticized by many analysts, including yours truly, for a business model that may not be sustainable over the longterm, and this appears to be coming to fruition. There are bountless rumors that Groupon is having severe working capital issues, especially since it is unable to sustain its meteoric revenue growth rates of the past.
Although it was able to raise $1.1 billion from outside investors, about $950 million of those funds was used to payback existing investors, retiring directors, and three key Groupon employees, including Little Andy. This all occured within just a few months prior to the IPO filing. This makes one wonder if Little Andy and his executive team have a code of ethics.
Every time I read something about Groupon it is generally bad news, and the hiring of Lloyd Blankfein, a charleton if there ever was one, smells to high heavens, and if I may say so, is really, really bad news. Individuals of the character of Lloyd Blankfein and Little Andy really deserve each other. Anybody that drinks the Groupon Kool-Aid is an idiot. All the signs you don't want in a new public company are out there for everybody to see. You have been warned.
Courtesy of an article dated October 17, 2011 appearing in DealBook
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