AllThingsD » accounting http://allthingsd.com Sat, 26 May 2012 02:18:50 +0000 en hourly 1 http://wordpress.org/?v=3.3.2 http://allthingsd.com/theme/images/logo-rss.jpg All Things Digital http://allthingsd.com/ 144 22 In 2009 Interview, Yahoo CEO Does Not Deny He Has a CS Degree, and Calls Himself an "Engineer" (Audio) http://allthingsd.com/20120503/in-2009-interview-yahoo-ceo-does-not-deny-he-has-a-cs-degree-and-calls-himself-an-engineer/ http://allthingsd.com/20120503/in-2009-interview-yahoo-ceo-does-not-deny-he-has-a-cs-degree-and-calls-himself-an-engineer/#comments Fri, 04 May 2012 06:22:41 +0000 Kara Swisher http://allthingsd.com/?p=203636

On March 25, 2009, Yahoo CEO Scott Thompson — when he was then president of PayPal — appeared on the TechNation radio show to talk about the revival of the eBay payments unit.

At the end of the largely charming interview, Moira Gunn asked him a direct question about his college degrees, specifically noting they were in accounting and computer science.

“Your bachelor’s degree is in accounting and computer science. Now, from both of those, I mean that’s, that’s pretty obvious that’s PayPal,” said Gunn. “What are the most important things you learned?”

“Yeah,” begins Thompson, failing to correct her at all on the fact that he does not actually have a computer science degree — only one in accounting.

He then went even further, touting his early tech training at Stonehill College, near Boston, which did not offer a computer science degree at the time he went there, from 1975 to 1979.

“And that’s really the background that I have, and it started back in my college days, and I think that’s really the wonderful part of being an engineer is you think that way,” said Thompson.

In the most generous interpretation, it’s not quite clear whether Thompson was saying “Yeah” to her statement of his academic credentials, or if he was not actually listening.

But it’s a careless oversight on his part not to have corrected her about the degrees, which could also be said about a computer science degree being present on his bio for more than a half-dozen years at eBay and later at Yahoo without some notice by him.

Because while Thompson has had a long career as a tech exec, as well as a stint as a CIO, academically speaking, a computer science degree did not happen in his college days nor did he graduate as an engineer.

That became apparent earlier today, when Yahoo confirmed that it included inaccurate information about Thompson’s academic background on its Web site and in its regulatory filings.

The admission came after activist shareholder Dan Loeb of Third Point correctly asserted that Thompson’s resume was overstated related to his education.

Yahoo called the inclusion of the computer science degree on his bio an “inadvertent error,” but gave no other explanation as yet. Tonight, the Yahoo board said it was reviewing the matter and would then make appropriate disclosures afterward.

While it is entirely possible that Thompson did not correctly grok what Gunn was saying, it seems pretty clear that he implied his college background was in tech and he was an engineer.

It is true that Thompson did take some computer science classes at Stonehill. And it is entirely possible that he thinks of himself as an engineer by work training and not by college degree.

I am awaiting comment from Yahoo PR, which has its hands full today (welcome to the circus, Amanda!).

Until then, here is the actual audio of that part of the interview and the pertinent part of the transcript, which began at the 26:33 time on the audio, to judge for yourself:

Gunn: Your bachelor’s degree is in accounting and computer science. Now, from both of those, I mean that’s, that’s pretty obvious that’s Paypal. What are the most important things you learned?

Thompson: Yeah. You know, I think and I, I mention this to young kids when I’m on campus, and my son who I was just talking about at Santa Clara, what I’m happiest about in my background is if you work in technology you’re trained to solve problems.

And that’s really it, you’re trained to pull apart very complex things and think about okay, how can I do this or how can I do that or how can I make it better?

And that’s really the background that I have and it started back in my college days, and I think that’s really the wonderful part of being an engineer is you think that way.

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]]> http://allthingsd.com/20120503/in-2009-interview-yahoo-ceo-does-not-deny-he-has-a-cs-degree-and-calls-himself-an-engineer/feed/ 0 Yahoo's Board Will "Review" Resume Discrepancy of CEO http://allthingsd.com/20120503/yahoos-board-will-review-resume-discrepancy-of-ceo/ http://allthingsd.com/20120503/yahoos-board-will-review-resume-discrepancy-of-ceo/#comments Fri, 04 May 2012 02:28:55 +0000 Kara Swisher http://allthingsd.com/?p=203599

Yahoo just released a statement that its board will “review” today’s revelation that the bio of its CEO Scott Thompson contained an error related to his educational achievements and will make “appropriate disclosure” about what happened.

On both the Web site and in the regulatory filings of the Silicon Valley Internet giant, Thompson is described as having a degree in both computer science and accounting from Stonehill College.

He does not have a degree in computer science from the Boston-based school, but does have a Bachelor’s of Science in Business Administration (Accounting).

Yahoo said in full in its statement:

“In connection with the statement the company made earlier today about Scott Thompson, the Yahoo! board will be reviewing this matter, and upon completion of its review, will make an appropriate disclosure to shareholders.”

Earlier today, Yahoo first blamed the issue on an “inadvertent error” — but provided no further details — which sources said did not sit well with the board.

“Many members of the board are deeply concerned,” said one person with knowledge of its thinking. “This is a problem on a lot of levels, especially related to the trust of shareholders.”

Indeed, especially since the news came to light via activist shareholder Dan Loeb of Third Point, who is agitating for board seats via a proxy fight.

Loeb’s efforts to impugn Thompson appear to have caused some level of damage, at least in terms of perception about the level of vetting that was done when the former president of eBay’s PayPal unit was hired earlier this year.

In fact, the error has been around for a half-dozen years, which begs the question of why Thompson never noticed it.

While his bio on filings made by eBay to the Securities and Exchange Commission were accurate, the one on the online commerce site’s Web site incorrectly said he had a computer science degree.

It is not known who introduced the error there.

But the inaccuracy moved inexplicably to both Yahoo’s corporate Web site and also its SEC filings, and the company declined to provide any details earlier today as to how that happened.

It’s not clear what happens next, or if there are any legal implications, beyond a needed correction by Yahoo with the SEC — which already took the entire line about Thompson’s education off his Web bio today.

As I wrote earlier today:

Thompson himself is probably not at risk unless it can be definitely proved he was the one who misrepresented having the degree in the first place. He can simply say he had no idea who added it to the eBay Web site and that he did not notice it there on the Yahoo Web site and SEC filings.

While that makes him look careless, how big a deal it becomes with shareholders, as well as Yahoo employees, is also an unknown. While a computer science degree is not a requirement for a CEO of a tech company — both Facebook’s Mark Zuckerberg and Microsoft’s Bill Gates dropped out of college and did pretty well in computer science anyway — tech resume padding, even inadvertent, is not a characteristic that is going endear Thompson to anyone.

The controversy could not have come at a worse time — Thompson was actually in meetings all day yesterday and today with senior staff, following recent layoffs of 2,000 and a massive restructuring, to discuss plans for moving the long-troubled company forward.

And besides the proxy fight, he is also dealing with selling off Yahoo’s Asian assets, renegotiating a new search deal with Microsoft, and also trying to figure out what parts of Yahoo to keep and what parts to jettison to improve its prospects.

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]]> http://allthingsd.com/20120503/yahoos-board-will-review-resume-discrepancy-of-ceo/feed/ 0 How Did a Phantom CS Degree Get on CEO's Bio in SEC Filings? Yahoo's Not Saying. http://allthingsd.com/20120503/how-did-phantom-cs-degree-get-on-ceos-bio-in-sec-filings-yahoos-not-saying/ http://allthingsd.com/20120503/how-did-phantom-cs-degree-get-on-ceos-bio-in-sec-filings-yahoos-not-saying/#comments Thu, 03 May 2012 23:08:24 +0000 Kara Swisher http://allthingsd.com/?p=203523

Back in early 2008 when Scott Thompson got the job as president of eBay’s PayPal, the regulatory filing accurately listed his educational pedigree:

“Mr. Thompson holds a B.S. degree in Accounting from Stonehill College.”

The eBay filings over the next several years — until he left the online commerce giant for a much bigger job as CEO of Yahoo in January of this year — remained consistent.

But, curiously, Thompson’s bio on eBay’s Web site added an additional degree to his curriculum vitae for more than a half-dozen years, different from its Securities and Exchange Commission documents:

“Scott received a bachelor’s in accounting and computer science from Stonehill College.”

As it turned out, according to the Boston-area school, he had not gotten a computer science degree at all and graduated with the Bachelor’s of Science in Business Administration (Accounting).

An eBay spokesman I called today had no explanation for the discrepancy, except to note that its legal filings were correct and that it was an error due to the lack of cross-checking the Web bio, which was apparently posted by Thompson’s staff at the time.

Also without explanation — and perhaps more seriously — is that the false computer science degree claim somehow then made it into Yahoo’s SEC filings, as well as his Web site bio, when Thompson took the helm. (The inaccurate line about his schooling is in its latest filing and all others.)

Without providing further explanation of how it got there, Yahoo today called the mistake an “inadvertent error” and said it had no bearing on his ability to lead the Silicon Valley Internet giant.

But the long troubled company might be speaking too soon, given that the revelation was uncovered this morning by activist shareholder Dan Loeb of Third Point. Loeb has called into question the vetting process that Yahoo’s directors did to hire Thompson, as part of a proxy fight he is waging to gain several board seats.

And, while such an allegation is normal for an increasingly nasty battle, Loeb has hit his mark with deadly accuracy this time, putting into question both Thompson’s credibility and Yahoo’s obvious botching in its vetting of him.

“If there is a good explanation for the apparent discrepancies regarding the academic records of Mr. Thompson and Ms. Hart, we are confident that it will be provided promptly,” wrote Loeb in a letter to Yahoo’s board today. “However, in the event that there is no good explanation, we expect the Board to take immediate action.”

The Ms. Hart that Loeb was referring to is Patti Hart, the board member who ran Yahoo’s process for hiring a new CEO after it fired Carol Bartz — who does have a CS degree — last year. (In his letter today, Loeb also correctly called into question how she portrayed her own college degree in a more impressive fashion than was accurate.)

The search for a new Yahoo CEO was conducted by headhunter Heidrick & Struggles, which did not have Thompson on its list of candidates, since it had placed him at eBay many years before.

In fact, according to numerous sources, without involvement by Heidrick, it was Thompson who cold-emailed key Yahoo board members, nominating himself for the CEO job. He was quickly brought in for interviews and, presumably, a thorough vetting.

Despite that and despite the fact that eBay’s SEC filings did not list a computer science degree, Hart or others seem to have totally missed the discrepancies and it was added to Thompson’s official Yahoo bio and legal filings.

It’s not clear what happens next or if there are any legal implications, beyond a needed correction by Yahoo with the SEC — which already took the entire line about Thompson’s education off his Web bio today.

Yahoo’s not talking either, with its spokesperson declining to provide any explanation for its lapse or who had maintained that Thompson had that degree when he did not.

It’s essentially a mistakes-were-made-let’s-move-on defense.

I think not, for my part, and a number of prominent Silicon Valley people I spoke to today agreed that these issues tend to spin out of control.

“This is going to get very messy, very quickly,” said one person in a common sentiment I heard.

Maybe, and it’s not clear if the company has to release any details of how this occurred or if its board needs to investigate the situation.

In addition, Thompson himself is probably not at risk unless it can be definitely proved he was the one who misrepresented having the degree in the first place. He can simply say he had no idea who added it to the eBay Web site and that he did not notice it there on on the Yahoo Web site and SEC filings.

While that makes him look careless, how big a deal it becomes with shareholders, as well as Yahoo employees, is also an unknown. While a computer science degree is not a requirement for a CEO of a tech company — both Facebook’s Mark Zuckerberg and Microsoft’s Bill Gates dropped out of college and did pretty well in computer science anyway — tech resume padding, even inadvertent, is not a characteristic that is going endear Thompson to anyone.

Plus, it just handed Loeb a very potent weapon in his fight against Yahoo, the very day after the company said the hedge fund manager’s expertise was not “relevant” to gaining a board seat.

One thing’s for sure: Loeb is most certainly very good at vetting.

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]]> http://allthingsd.com/20120503/how-did-phantom-cs-degree-get-on-ceos-bio-in-sec-filings-yahoos-not-saying/feed/ 0 Yahoo's Response on CEO's Computer Science ResumeGate: "Inadvertent Error" http://allthingsd.com/20120503/yahoos-response-on-computer-science-resumegate-inadvertent-error/ http://allthingsd.com/20120503/yahoos-response-on-computer-science-resumegate-inadvertent-error/#comments Thu, 03 May 2012 19:27:37 +0000 Kara Swisher http://allthingsd.com/?p=203351

A Yahoo spokesperson just confirmed as accurate allegations from an activist shareholder Dan Loeb of Third Point that its CEO Scott Thompson did not have a computer science degree from Stonehill College as claimed on his bio and also in regulatory filings.

He does not, a mistake that the Silicon Valley Internet giant is calling an “inadvertent error.”

Except this is a mistake that goes back more than a half-dozen years, as it is also on the Web site bio at eBay, where he served as president of its PayPal payments unit and its CTO before that.

(Update: Yahoo just removed the line about Thompson’s college degrees from his Web site bio entirely.)

While Yahoo sought to underplay the controversy, it could become a serious issue for Yahoo, both from a credibility and regulatory compliance issue.

It would also call into question — as Loeb does in the letter — the amount of vetting done by Yahoo on the CEO choice, which was conducted by board member Patti Hart.

It gets worse: Loeb also alleged that Hart changed her degree from Illinois State College from business administration to a loftier economics and marketing. And Yahoo admitted it was so, noting the director had a business administration degree, with a specialty in economics and marketing — whatever that means.

But, incompetent vetting by Hart aside, it is how and why Thompson changed his resume that will be at issue.

Here’s one fact that is true: Thompson only has an accounting degree from Stonehill College, near Boston, which he attended from 1975 to 1979.

(Second Update: Stonehill also confirmed that Thompson’s degree was only a Bachelor’s of Science in Business Administration (Accounting).)

Here is, in fact, a screenshot of an alumni newsletter when Thompson got the job at Yahoo earlier this year:

Despite the mistake, however it was made and which presumably serves to burnish Thompson’s tech cred, Yahoo said in a statement that it does not diminish his qualifications to lead the tech company.

Said the statement in full:

“Scott Thompson’s degree at Stonehill College was in bachelor science in accounting. There was an inadvertent error that stated Mr. Thompson also holds a degree in computer science. This, in no way, alters that fact that Mr. Thompson is a highly qualified executive with a successful track record leading large consumer technology companies. Under Mr. Thompson’s leadership, Yahoo! is moving forward to grow the company and drive shareholder value.”

Here’s the definition of inadvertent, for those who don’t know:

1. failing to act carefully or considerately; inattentive
2. resulting from heedless action; unintentional inadvertently

I’d say it’s going to turn out to be a lot more than that, but we’ll see what the board of Yahoo and, ultimately, shareholders, have to say.

(And, ironically, just yesterday Yahoo wrote a letter to shareholders claiming that Loeb did not have “relevant” expertise to be on its board. Turns out, he’s definitely pretty good at vetting.)

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]]> http://allthingsd.com/20120503/yahoos-response-on-computer-science-resumegate-inadvertent-error/feed/ 0 Dan Loeb Alleges "Discrepancies" on Yahoo CEO Scott Thompson's Resume Related to Computer Science Degree http://allthingsd.com/20120503/dan-loeb-alleges-discrepancies-on-yahoo-ceo-scott-thompsons-resume-related-to-computer-science-degree/ http://allthingsd.com/20120503/dan-loeb-alleges-discrepancies-on-yahoo-ceo-scott-thompsons-resume-related-to-computer-science-degree/#comments Thu, 03 May 2012 18:53:08 +0000 Kara Swisher http://allthingsd.com/?p=203301

The gloves are now really off in the proxy battle for Yahoo.

In a letter to Yahoo’s board, activist shareholder Dan Loeb of Third Point is alleging that the company’s new CEO Scott Thompson has inaccurately added a computer science degree to his resume.

(Update: Yahoo confirmed that Loeb is correct about Thompson not having such a degree and called it an “inadvertent error.”)

Thompson went to Stonehill College, near Boston, from 1975 to 1979, according to his LinkedIn profile, but it does not specify his degree.

(Second Update: Stonehill College also confirms that Thompson only graduated with a Bachelor’s of Science in Business Administration (Accounting).)

And older bios, such as one from his director bio for F5 and one from Forbes, as well as a Stone Hill College alumni newsletter, note that he graduated only with a Bachelor’s of Science in accounting.

But in official bios from his job at eBay as head of its PayPal payments division, as well as on the current Yahoo one, a degree in computer science also appears, along with the accounting degree.

“Scott received a bachelor’s in accounting and computer science from Stonehill College,” read the Yahoo and eBay bios. It is also in Yahoo’s regulatory filings.

According to Loeb’s letter:

Upon recognizing this discrepancy, Third Point initially assumed that the documents we had reviewed were incorrect and the representations in Yahoo!’s public filings were accurate. However, we were then informed by Stonehill College that Mr. Thompson did indeed graduate with a degree in accounting only. Furthermore, Stonehill College informed us that it did not begin awarding computer science degrees until 1983 — four years after Mr. Thompson graduated. We inquired whether Mr. Thompson had taken a large number of computer science courses, perhaps allowing him to justify to himself that he had “earned” such a degree. Instead, we learned that during Mr. Thompson’s tenure at Stonehill only one such course was even offered — Intro to Computer Science. Presumably, Mr. Thompson took that course.

I am awaiting a call back from Stonehill about Thompson’s degree, which the college is checking now. And I called Yahoo for comment and also am waiting for that, too.

If Loeb’s allegations are true and Thompson burnished his resume to add educational expertise to lend him more tech credibility, it could become a serious issue for Yahoo.

It would also call into question — as Loeb does in the letter — the amount of vetting done by Yahoo on the CEO choice, which was conducted by board member Patti Hart.

It gets worse: Loeb is also alleging that Hart changed her degree from Illinois State College from business administration to a loftier economics and marketing.

(Update: Loeb is correct. Yahoo said Hart has a degree in business administration, with a specialty in economics and marketing — although I am not sure what that means exactly.)

But Thompson’s educational pedigree is the main issue here, of course, and Loeb is calling for his head if explanations are not provided.

“If Mr. Thompson embellished his academic credentials we think that it 1) undermines his credibility as a technology expert and 2) reflects poorly on the character of the CEO who has been tasked with leading Yahoo! at this critical juncture. Now more than ever Yahoo! investors need a trustworthy CEO,” said Loeb in the letter.

But read it for yourself — here is the full letter from Loeb:

Third Point Letter to Board May 3 Release

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]]> http://allthingsd.com/20120503/dan-loeb-alleges-discrepancies-on-yahoo-ceo-scott-thompsons-resume-related-to-computer-science-degree/feed/ 0 Confirmed: Schultz and Efrusy to Leave Groupon Board; "Accounting Types" Joining http://allthingsd.com/20120430/exclusive-schultz-and-efrusy-to-leave-groupon-board-accounting-types-joining/ http://allthingsd.com/20120430/exclusive-schultz-and-efrusy-to-leave-groupon-board-accounting-types-joining/#comments Mon, 30 Apr 2012 19:40:37 +0000 Kara Swisher http://allthingsd.com/?p=201483
Spencer Platt | Getty Images News

According to sources close to the situation, Starbucks Chairman and CEO Howard Schultz and Accel Partners’ Kevin Efrusy will be stepping down from the board of Groupon.

Schultz’s departure will be effective today, but Efrusy — who was critical to the initial funding around the Chicago-based daily deals site — will not be standing for re-election at the company’s annual meeting in June.

The departures are voluntary, but sources said the pair will be replaced by two new directors with significantly more fiscal oversight experience, whom one source characterized as “accounting types.”

(Update: Groupon just posted a press release noting the board departures, with the names of the new board pencil pushers: Daniel Henry, CFO of American Express, and Deloitte Vice Chairman Robert Bass. Henry joins immediately in Schultz’s place. Full press release below.)

It is a move that is critical, given Groupon’s recent series of missteps around its financial reporting that have hurt both its reputation and, more importantly, its stock.

Interestingly, several sources noted that Schultz almost left the board right before Groupon’s public offering last fall, after several ongoing disputes with its management, but stayed on so as not to scuttle its IPO.

The board of the company has not involved itself as prominently in the accounting messes at the company, but it appears as if they will begin to now.

It must, given Groupon shares have been trading at a low of $11. Its stock has dipped to $10.98 today.

As Tricia Duryee wrote recently about the fall:

At that price, it is now worth just over $7 billion, down 57 percent since the company went public last November and well off the more than $10 billion it was valued at as tech’s hottest start-up of 2011.

Ironically, Groupon’s current market valuation is actually not much more than the $6 billion offered for it by search giant Google in late 2010.

The fall of Groupon has been swift, from the honorific of being the fastest-growing company ever to one that cannot keep control of that runaway growth.

That’s perhaps no surprise.

Perhaps most significantly, Groupon went public in just four years, delivering the biggest tech IPO since Google.

The quicksilver move was typical for it. In just two years’ time, the company ballooned from 37 employees to 9,625 and from serving five markets in the U.S. to 175 in North America alone. And that’s leaving out massive expansion abroad. In the past year, Groupon has acquired roughly 17 companies, including many international copycats.

The company also has entered many new segments, expanding from selling lower-priced and simpler deals on restaurants and spas to more complex and pricey arenas, including travel, physical goods and luxury items.

But Groupon is now learning that its original business does not work across just any segment, especially to more discerning customers of its higher-level and more expensive offerings.

In fact, it was those newer and potentially more lucrative markets that forced the company recently to revise the company’s fourth-quarter report after returns skyrocketed on luxury items, such as Lasik eye surgery.

The problems forced Groupon to lower revenue in the period by $14.3 million and net income by $22.6 million. It is now reporting a wider net loss of $64.9 million on revenue of $492 million, pushing it further away from its goal of profitability.

The company also disclosed at the time that independent auditors had noted “material weakness” in its financial controls. In addition, The Wall Street Journal reported that the Securities and Exchange Commission was examining Groupon’s revision. 

With many companies, investors might have shrugged off such accounting issues, but the impact on the stock has been greater since they are only the latest in a string of similar mistakes at Groupon.

In its pre-IPO period, for example, Groupon was forced to restate revenues after counting both its portion of the revenue and the revenue that goes to the merchant together. It also had to dump a controversial accounting metric that made the company look more profitable than it was, because it did not include important costs, such as critical online marketing expenses to attract new customers.

Those came after the company retracted a statement by Eric Lefkofsky, Groupon’s co-founder and executive chairman, who told Bloomberg in an interview that Groupon would be “wildly profitable.”

At least the wild part was accurate.

Much of the blame for these missteps by Wall Street is being aimed at CEO and co-founder Andrew Mason, the iconoclastic 31-year-old entrepreneur who is largely responsible for defining the company’s culture, as well as Jason Child and Joe Del Preto, the chief financial and accounting officers, respectively.

Child joined the company in December 2010, coming from Amazon, where he held several roles over a 10-year period — including VP of finance, international, and director of investors relations. Prior to joining Amazon, he worked at Arthur Andersen as a certified public accountant.

Del Preto has been Groupon’s chief accounting officer for the past year and, before that, he was the company’s global controller for three months. Before Groupon, he was controller and VP of finance at Echo Global Logistics and also served as controller at InnerWorkings, the same company where Mason was a computer programmer in his early career.

Mason, of course, is the best known and the person most responsible for establishing the company’s whimsical culture and managing — or mismanaging, depending on how you look at it — Groupon’s hard-charging growth.

It will also be up to him to turn it all around, as the company sinks in both value and investor regard. Since the restatement, Mason has said little about how he intends to do that. In February, when Mason concluded Groupon’s first-ever earnings call, he said: “Thanks, guys, this was a lot of fun, and I look forward to many more of these.”

It’s not clear fun will be on the agenda at his next outing on Groupon’s first-quarter call in mid-May.

Here is the official press release from Groupon on the board changes:

Groupon Appoints Two Directors to Board Daniel Henry, CFO of American Express, and Robert Bass, Vice Chair of Deloitte

CHICAGO — (BUSINESS WIRE) — Groupon, Inc (http://www.groupon.com) (NASDAQ:GRPN) today announced that Daniel Henry, the chief financial officer of American Express Company and Robert Bass, a vice chairman of Deloitte LLP will join its Board of Directors. Both will serve on the Audit Committee with Audit Chair, Ted Leonsis. Daniel Henry was appointed to the Board on April 26, replacing Howard Schultz, who has stepped down from the Board. Robert Bass will stand for election at the annual stockholder meeting to be held on June 19 following his retirement from Deloitte, replacing Kevin Efrusy, who will not stand for reelection at that time. “With their deep financial, accounting and operational experience, Dan and Bob will provide invaluable expertise to the Board going forward,” said Eric Lefkofsky, Groupon Chairman.

Daniel Henry, 62, has been the Chief Financial Officer of American Express Company since October 2007. Henry is responsible for leading American Express Company’s finance organization and representing American Express to investors, lenders and rating agencies. He has also served as Executive Vice President and Chief Financial Officer of U.S. Consumer, Small Business and Merchant Services and joined American Express as Comptroller in 1990. Prior to joining American Express, Henry was a partner with Ernst & Young.

Robert Bass, 62, has been a vice chairman of Deloitte LLP since 2006, and a partner in Deloitte since 1982. He will retire from Deloitte on June 2, 2012. Bass has specialized in e-commerce, mergers and acquisitions and SEC filings. At Deloitte, Bass is responsible for all services provided to Forstmann Little and its portfolio companies and is the advisory partner for Blackstone, DIRECTV, McKesson, IMG and CSC. He has also previously been the advisory partner for priceline.com, RR Donnelley, Automatic Data Processing, Community Health Systems and Avis Budget. He is a member of the American Institute of Certified Public Accountants and the New York and Connecticut State Societies of Certified Public Accountants.

“I’m thrilled to have been a part of Groupon’s development,” said Kevin Efrusy. “The Company is well on its way to becoming the operating system for all local commerce.”

“Howard and Kevin helped guide us on our journey to becoming a public company and I want to thank them and acknowledge their contributions,” said Groupon CEO Andrew Mason.

“During my tenure on the Board, I was impressed by the game-changing opportunities that Groupon has delivered for both merchants and customers on a global scale,” said Howard Schultz. “Groupon has a strong sense of mission and purpose, and as I move on to focus on my other time commitments, I wish them the very best.”

]]> http://allthingsd.com/20120430/exclusive-schultz-and-efrusy-to-leave-groupon-board-accounting-types-joining/feed/ 0 Groupon CEO Andrew "Wolverine" Mason Defends His Decisions on "60 Minutes" http://allthingsd.com/20120115/goofy-groupon-ceo-andrew-mason-defends-his-decisions-on-60-minutes/ http://allthingsd.com/20120115/goofy-groupon-ceo-andrew-mason-defends-his-decisions-on-60-minutes/#comments Mon, 16 Jan 2012 04:32:25 +0000 Tricia Duryee http://allthingsd.com/?p=163904 Groupon CEO Andrew Mason said there’s things he would have liked to do differently and would have liked to have avoided, but that he’s mostly done a good job leading the rocket ship of a company.

In a piece by Lesley Stahl of CBS news show “60 Minutes,” she interviewed the leader of the Chicago-based social buying company in his first national appearance since the company’s initial public offering.

Of course, Stahl asked hard-hitting questions about the fishy revenue figures and the questionable accounting practices that preceded the IPO.

And, because it is “wacky” Groupon, she also questioned the appropriateness of a CEO who has a video of himself practicing yoga in tighty whities in front of a Christmas tree on YouTube.

Mason, who was often grinning during the interview, tried hard not to come off as defensive.

“The difference between me and other CEOs is that I’ve been unwilling to change myself or shape myself around what’s expected,” said the 31-year-old founder. “Am I as experienced or as mature or smart as other CEOs. No probably not, but there’s something useful about having the founder as a CEO.”

At one point, he acknowledged it wasn’t enjoyable when the criticism was peaking and the company was in its quiet period. He likened the experience to the Wolverine’s skin being melted off.

Stahl had no idea what he was talking about.

Did he wear a tie? Nope. But he thinks he should get credit for asking the producers if it was necessary. Is that a sign the boss is growing up? Maybe.

For the record, he does own more than four.

All-in-all, Mason worked hard not to say anything too revealing.

Here’s the whole interview:


And, here’s Stahl comparing Mason to other tech CEOs she’s interviewed:

]]> http://allthingsd.com/20120115/goofy-groupon-ceo-andrew-mason-defends-his-decisions-on-60-minutes/feed/ 0 Ex-Olympus CEO Plans to Sue Company http://allthingsd.com/20120106/ex-olympus-ceo-plans-to-sue-company/ http://allthingsd.com/20120106/ex-olympus-ceo-plans-to-sue-company/#comments Fri, 06 Jan 2012 12:30:43 +0000 Juro Osawa http://allthingsd.com/?p=160821 Ousted Olympus Corp. Chief Executive Officer Michael Woodford said Friday he plans to sue his former employer for firing him without any legal basis, only hours after announcing his decision to drop his attempt to retake the company’s reins.

Mr. Woodford, who was dismissed as CEO and president in October after exposing an accounting scandal at Olympus, said he has already filed a lawsuit against the company with a tribunal court in the U.K. and that another lawsuit in Japan may follow.

Read the rest of this post on the original site »

]]> http://allthingsd.com/20120106/ex-olympus-ceo-plans-to-sue-company/feed/ 0 Exclusive: Groupon Prices at $20 a Share; More Than 10x Oversubscribed, So It Adds 5M More Shares http://allthingsd.com/20111103/breaking-groupon-prices-at-20-a-share-more-than-10x-oversubscribed-so-it-adds-5m-more-shares/ http://allthingsd.com/20111103/breaking-groupon-prices-at-20-a-share-more-than-10x-oversubscribed-so-it-adds-5m-more-shares/#comments Thu, 03 Nov 2011 22:51:26 +0000 Kara Swisher http://allthingsd.com/?p=140349

Groupon has priced its public offering at $20 a share, several dollars above the expected price range of $16 to $18. That will garner $700 million for the start-up, which is only several years old, at a valuation of close to $13 billion.

The offering for the Chicago-based daily deals site — which has had a controversial IPO process — was well upwards of 10 times oversubscribed, meaning there was a lot more demand than supply of its stock.

To alleviate the difference, Groupon has apparently added five million more shares to its offering, totaling 35 million shares sold.

Groupon has endured an unusual amount of criticism over a variety of issues — including accounting treatments, executive turmoil and growth prospects. But investors did not seem to mind all the noise and clamored to get into a possibly lucrative IPO.

The relatively small float of shares — about six percent of total — and that intense interest allowed Groupon to cherry pick its new shareholders.

It will be interesting to see if, as it endured loud critics when it was private, if short sellers will pile onto the social buying company now that it is public.

Executives from Groupon, including its CEO Andrew Mason (who has seemed to have gotten a nice haircut and suit for occasion), have been hawking the company — which sells an assortment of discounted services from a variety of local merchants — to investors all over the country over the last several weeks.

The company is set to go public tomorrow under the GRPN ticker on the NASDAQ.

]]> http://allthingsd.com/20111103/breaking-groupon-prices-at-20-a-share-more-than-10x-oversubscribed-so-it-adds-5m-more-shares/feed/ 0 As U.S.-Listed China Internet Stocks Dive, Renren CEO Smacks Alibaba on the Way Down (And Gets Smacked Back) http://allthingsd.com/20111002/as-u-s-listed-china-internet-stocks-dive-renren-ceo-smacks-alibaba-on-the-way-down-and-gets-smacked-back/ http://allthingsd.com/20111002/as-u-s-listed-china-internet-stocks-dive-renren-ceo-smacks-alibaba-on-the-way-down-and-gets-smacked-back/#comments Sun, 02 Oct 2011 15:35:25 +0000 Kara Swisher http://allthingsd.com/?p=127296

While they are usually much less voluble than the chatty Web execs of Silicon Valley, the execs who run China’s fast-growing Internet companies seem to be keeping up just fine of late.

On Friday, for example, the Alibaba Group’s Jack Ma was positively effusive about wanting to buy all of Yahoo, a company which actually owns 40 percent of Alibaba. “We are very, very interested,” said Ma at an event at Stanford University.

Now, in an interview with Bloomberg, Renren CEO Joe Chen decided to take a smack at Ma over his disputed spinoff of its Alipay payments unit, which caused a high-profile ruckus with Yahoo earlier this year.

“It’s quite unfortunate,” Chen said to Bloomberg about disagreement, which has since been settled. “It caused a lot of uncertainty about Chinese Internet companies.”

Them’s fightin’ words, and a source close to Alibaba reacted with, well, reaction.

“Yeah, it shook confidence so badly that Silver Lake and DST [Global] just decided to put in billions to back Jack Ma,” referring to a recent funding deal by the large investors. “People shouldn’t try to blame their own lack of performance on others.”

Ouch!

Actually, Renren has bigger problems than Alibaba.

According to a substantive report in The Wall Street Journal yesterday, what’s really hurting Chinese Internet companies is the declining stocks caused by recent accounting scandals there, which may have attracted scrutiny from U.S. regulators.

Wrote the Journal: “A series of alleged accounting frauds this year at little-known Chinese companies listed in the U.S. has triggered a sharp shift in sentiment among investors, who are now worried about hidden business risks or financial problems.”

Hence possible investigations by the Securities and Exchange Commission that will surely drag Chinese stocks on U.S. exchanges down more.

And indeed, the stock of Renren — which had its own controversial issue with accurate data reporting at the time of the IPO of the social networking site earlier this year — declined 13 percent Friday, along with other Chinese companies listed here.

]]> http://allthingsd.com/20111002/as-u-s-listed-china-internet-stocks-dive-renren-ceo-smacks-alibaba-on-the-way-down-and-gets-smacked-back/feed/ 0 More: Groupon Amends Its S-1 IPO Filing -- Again! -- Over Accounting Issues and CEO Letter http://allthingsd.com/20110923/more-groupon-amends-its-s-1-ipo-filing-again-over-accounting-issues/ http://allthingsd.com/20110923/more-groupon-amends-its-s-1-ipo-filing-again-over-accounting-issues/#comments Fri, 23 Sep 2011 21:24:02 +0000 Kara Swisher http://allthingsd.com/?p=124424

Groupon amended its public offering documents today, in a new filing with government regulators, in which it once again changed its accounting treatment.

That includes the way it measures revenue, which will now be reported excluding the money it pays out to merchants.

Some felt the “gross revenue” figure — a term for what are actually gross billings — was not reflective of Groupon’s true performance. It will now use net revenue.

Said the company in the current amended filing, its third:

“We consistently have stated that the amount we retain — rather than bill or collect — from the sale of Groupons is the key measure of the value we create. This change in presentation is consistent with that belief.”

Okkkkaaaay, whatever you say, but the change was requested by the Securities and Exchange Commission.

In its second amended filing, Groupon dropped its controversial “Adjusted Consolidated Segment Operating Income,” or ACSOI, metric, which excluded key marketing costs.

In its first amended filing, it told investors to ignore statements made by its Chairman Eric Lefkofsky and also made more accounting clarifications.

In the current changes, Groupon also posted the controversial letter to employees — first published here — that CEO and co-founder Andrew Mason wrote to strike back at the Chicago-based social buying network’s critics. Many felt the missive violated the quiet period before an IPO that companies are required to maintain.

And Groupon has been anything but quiet, as it advances and retreats to its Wall Street road show, which has been delayed and then not delayed (and might still be delayed, but who knows?).

Also today in its noisy goat rodeo: COO Margo Georgiadis is headed back to Google after arriving in April.

I guess things did not work out.

Lastly, the new filing also has added a new metric for “cumulative repeat customers,” showcasing how many customers have bought a Groupon offering more than once. That number is over 12 million.

Here is the full new S-1 filing to peruse and pick apart:

GRPN-20110923-S1A-0

]]> http://allthingsd.com/20110923/more-groupon-amends-its-s-1-ipo-filing-again-over-accounting-issues/feed/ 0 Uh-Oh: Groupon Loses New COO, Who's Going Back to Google http://allthingsd.com/20110923/groupon-loses-new-coo-whos-going-back-to-google/ http://allthingsd.com/20110923/groupon-loses-new-coo-whos-going-back-to-google/#comments Fri, 23 Sep 2011 20:54:19 +0000 Kara Swisher http://allthingsd.com/?p=124396

In a blog it just posted, Groupon said its recently hired COO, Margo Georgiadis, “has decided to return to Google (her former employer) in a new role as President, Americas.”

She was only hired in April, just months before the company filed to go public. Georgiadis was previously VP of Global Sales at Google.

(Interesting way to get a better title at the search giant, Margo!)

Georgiadis was in charge of the company’s global sales, marketing and operations at the Chicago-based social buying service.

Sources said that the hiring did not gel on either side.

It might not be Georgiadis’ fault. She replaced Rob Solomon, who was in his job for one year.

And here’s another: PR hire Brad Williams, a longtime Silicon Valley communications exec, who was there and then gone in what felt like 23 minutes.

It seems Groupon does not like Silicon Valley types or, perhaps, vice versa.

Since its IPO filing, in fact, it feels as if it has been a non-stop circus disaster at Groupon.

That has included immense controversy about its sketchy accounting, huge slugs of venture funding going to its founders and a lot of worries about its growth.

Today, in a Friday late afternoon dumping of bad news in hopes that no one notices (I do), Groupon also amended its S-1 public offering filing once again to change revenue metrics and also add a controversial internal letter that CEO and co-founder Andrew Mason sent to employees to counter its many and growing critics.

There appear to be many more shoes dropping soon, said sources, so stay tuned.

Until then, here’s the whole and very terse — for Mason — post:

Update on the Groupon Team

As a fast-growing company, we’ve done a lot of hiring this year, including on our senior executive team. Since the beginning of this year, we’ve made a total of 8 additions — that’s 57% of the total executive team. It would have been great if I could say that we batted 1,000%, but that’s rarely the case; after five months at Groupon, Margo Georgiadis, our COO, has decided to return to Google (her former employer) in a new role as President, Americas.

We’ve built a fantastic team that has proven itself highly capable, so this change won’t have an impact on operations. In fact, we are using it as an opportunity to reorganize in a way that reflects our evolving strategic priorities. Sales, Channels, International, and Marketing will now report directly to me.

Here’s a note from Margo: “Groupon is a great company and I feel privileged to have worked there even for a short time. It was a hard decision to leave as the company is on a terrific path. I have complete confidence in the team’s ability to realize its mission.” We wish her well.

]]> http://allthingsd.com/20110923/groupon-loses-new-coo-whos-going-back-to-google/feed/ 0 How Market Fares After Labor Day Will Determine if Groupon's IPO Is Delayed -- Or Even Pulled (Or Not) http://allthingsd.com/20110905/how-market-fares-after-labor-day-will-determine-if-groupons-ipo-is-delayed-or-even-pulled-or-not/ http://allthingsd.com/20110905/how-market-fares-after-labor-day-will-determine-if-groupons-ipo-is-delayed-or-even-pulled-or-not/#comments Mon, 05 Sep 2011 22:07:56 +0000 Kara Swisher http://allthingsd.com/?p=116888 No other recent Web 2.0 company has undergone more scrutiny of late than Groupon.

And that’s why some are wondering if — especially given the still dicey economic situation and the continued turmoil in the markets — the Chicago-based social buying company might delay or even pull its IPO.

Not so. Yet, at least. But that could change quickly.

Several sources close to the situation said that while Groupon’s management and board have not ruled out such a scenario, they will not make any determination about such a drastic move until after the landscape becomes clearer and also after the summer is officially over tomorrow.

“Clearly, the markets are much different than when Groupon started this public offering process,” said one person who is familiar with the internal debate within the company. “But no one can get a real sense of whether it gets better or worse for the next few weeks — that’s where the real questions begin.”

It’s not a bad thing for Groupon to be asking.

While gaming start-up Zynga, in comparison, ferrets away quietly on its way to an IPO, Groupon has been getting a daily smackdown on one of the many issues that seem to have captured the — mostly negative — attention of investors and the media.

Among the topics most mentioned: Groupon’s controversial accounting called ACSOI, or adjusted consolidated segment operating income; questions about its growth prospect in more mature markets; worries about whether the company can cut its marketing costs and still retain customers; and whether it will garner the giant valuations, once upward of $15 billion, that have been bandied about.

Aside from defending itself in a recent email sent to employees from its CEO Andrew Mason, Groupon cannot give complete public answers to these questions until after its IPO, due to regulatory rules.

While Mason’s damn-the-torpedoes missive seemed to be trying to communicate a strong confidence in the company, it’s clear that all the attacks on the company have become frustrating for him.

His internal communication, which was published here first, has also attracted more controversy, and some have suggested it violates regulatory rules.

So far, although it seems likely, the Securities and Exchange Commission has not commented on the email.

]]> http://allthingsd.com/20110905/how-market-fares-after-labor-day-will-determine-if-groupons-ipo-is-delayed-or-even-pulled-or-not/feed/ 0 Brightcove's Old-School IPO http://allthingsd.com/20110824/brightcoves-old-school-ipo/ http://allthingsd.com/20110824/brightcoves-old-school-ipo/#comments Wed, 24 Aug 2011 15:07:59 +0000 Peter Kafka http://allthingsd.com/?p=113365 Yes, Brightcove is a money-losing Web company trying to go public, just like several other Web companies this year.

But compared to some of its peers, Brightcove is almost a throwback: CEO Jeremy Allaire’s company has a clearly defined business, straightforward accounting and a minimum of insider selling in the run-up to its IPO.

A quick glance at the the company’s filing will tell you that:

Brightcove’s business is easy to understand. It generates sales by helping Web publishers put video online. That “software as a service” model has let the company boost sales, along with the Web video boom. In 2006, it posted revenues of $1.4 million. Last year, it pulled in $43.7 million.

The company’s accounting doesn’t require a good imagination. There’s nothing in Brightcove’s S-1 along the lines of Groupon’s now-discarded “ACSOI,” or Demand Media’s novel approach to expensing content costs. And while plenty of established companies use not-strictly-official measures like EBITDA to show off their finances in the best possible light, Brightcove doesn’t bother — there’s not a single reference to “non-GAAP accounting.” Which makes it quite easy to see that the company lost $67.5 million from 2006 through 2010, and another $9.5 million in the first half of this year. It says it doesn’t expect to turn a profit until 2013 at the earliest.

Brightcove’s investors and employees are sticking around. Unlike Groupon, Zynga, and a few other highfliers that haven’t filed yet, including Twitter and Facebook, there’s been very little insider selling. Early investor AOL got rid of all of its shares last November, and last year Allaire sold off 1.3 million shares for a gain of $4.8 million; some other employees sold a few more shares. But Allaire still holds another 2.5 million shares — 4.5 percent of the company’s equity — and as far as I can tell, that’s about it for insider selling.

]]> http://allthingsd.com/20110824/brightcoves-old-school-ipo/feed/ 0 Groupon Explains to Congress Why It Wants to Track You http://allthingsd.com/20110818/groupon-explains-to-congress-why-it-wants-to-track-you/ http://allthingsd.com/20110818/groupon-explains-to-congress-why-it-wants-to-track-you/#comments Fri, 19 Aug 2011 06:36:06 +0000 Tricia Duryee http://allthingsd.com/?p=111983 Groupon has faced questions about its controversial accounting practices, and now it has to respond to questions from members of Congress about its privacy policies.

In July, the largest daily deals company sent an email to subscribers, saying it was changing the way it would use mobile location information. The same month, a congressman wrote to Groupon CEO Andrew Mason asking for more information regarding its data collection techniques, Reuters reports.

At the time, Groupon explained to users: “If you use a Groupon mobile app and you allow sharing through your device, Groupon may collect geo-location information from the device and use it for marketing deals to you.”

AllThingsD’s Kara Swisher wrote at the time: “In other words, if you let them, in order to improve the experience and make the Groupon app more useful, you’re being tracked.”

This was about the same time that Apple and Google got into hot water for tracking users on the phone, ostensibly in order to improve location-based services.

Groupon has become accountable for its actions not only because of the size of its business but also because of its announced intention to raise $750 million in a public offering.

In a response to the congressional questions, Groupon’s general counsel David Schellhase explained that the company is developing technology that will track customers’ locations, even if they don’t have the Groupon app open on their phones.

The letter was written to the co-chairmen of the House Bipartisan Privacy Caucus — Joe Barton, a Texas Republican, and Edward Markey, a Massachusetts Democrat — who made it publicly available today, according to Reuters.

Today, Groupon offers a service called Now that offers deals — based on a user’s location — that can be redeemed immediately. But in order to find the offers, you have to remember to open the app and search for discounts manually.

Schellhase argued in the letter that customers are asking for services, such as push notifications, that would make the process more automatic.

In the letter, Schellhase explained that if it were able to track a user’s location at all times, Groupon could send a notification to the phone that would appear around lunchtime and alert that person to an offer for a nearby restaurant.

“In order to choose a relevant deal for the user at the correct time, location information would need to be collected about the user just before noon, even if the Groupon mobile application is not running on the device at that time,” he explained.

Schellhase added that customers would have to sign up for the service, otherwise Groupon would not collect the data.

]]> http://allthingsd.com/20110818/groupon-explains-to-congress-why-it-wants-to-track-you/feed/ 0 The Average Groupon Customer Has Purchased Four Deals http://allthingsd.com/20110810/the-average-groupon-customer-has-purchased-four-deals/ http://allthingsd.com/20110810/the-average-groupon-customer-has-purchased-four-deals/#comments Wed, 10 Aug 2011 19:36:47 +0000 Tricia Duryee http://allthingsd.com/?p=108236 Groupon’s aggressive marketing tactics have been effective at getting new subscribers to sign up to receive its daily emails.

Already, this year it has doubled its subscriber base to 115 million, up from 50.58 million at the end of December.

But has the daily deals company been good at getting people to buy?

For the first time, Groupon has provided some insight into that question as part of its second-quarter results released today in its amended S-1 filing, which also deemphasized a controversial accounting method that subtracted its marketing costs from the bottom line.

Here’s the deal:

  • Groupon had 115.7 million subscribers at the end of June.
  • Of those subscribers, only about 20 percent — or 23 million — have ever made a purchase. Those are called cumulative customers.
  • The average subscriber (not customer) spent $18 in the first half of the year, down from $21 last year.
  • The average customer over the lifetime of a membership has purchased four Groupons, up from three a year ago.
  • The average revenue per Groupon sold in the first half of the year was $25, up from $23 in the same period 2010.
  • The number of merchants Groupon worked with in the first half of 2011 increased to 135,247, up from only 12,468 in the first half of 2010.

Converting subscribers into customers will be key for Groupon in order to justify its high marketing costs.

But with only two and a half years of operating results, it’s difficult to ascertain if things are headed in the right direction. Not to mention that the averages easily get weighed down by the massive numbers of subscribers who are signing up.

For instance, the average revenue per subscriber fell by $3 year over year, which may sound bad, but at the same time, the number of subscribers skyrocketed by 1,007 percent.

It’s also hard to draw any conclusions about the number of subscribers Groupon has been able to convert into paying customers.

For example, as of the first half of the year, 20 percent of subscribers had ever paid for a Groupon, down from 22 percent for the first six months of 2010. For the full year 2010, the number was even lower, when only 17 percent of Groupon’s 50.6 million subscribers were considered paying customers.

Groupon just rolled out a promotion today that could get these numbers really moving by the end of the month. If a subscriber buys any two Groupons by August 31, the company will give him or her $10 to spend on an offer in the future.

]]> http://allthingsd.com/20110810/the-average-groupon-customer-has-purchased-four-deals/feed/ 0 New Groupon Filing: ACSOI Dumped, Revenue and Subs Up, Losses Remain http://allthingsd.com/20110810/groupon-filing-acsoi-dumped-revenue-and-subs-up-losses-remain/ http://allthingsd.com/20110810/groupon-filing-acsoi-dumped-revenue-and-subs-up-losses-remain/#comments Wed, 10 Aug 2011 15:16:25 +0000 Kara Swisher http://allthingsd.com/?p=108039

As All Things Digital reported last week, Groupon filed an amended S-1 IPO offering this morning, in which it deemphasized a controversial accounting method.

Instead of a metric called ACSOI, or adjusted consolidated segment operating income, the Chicago-based social buying company noted that gross profit was the “important indicator for our business, because it is a reflection of the value of our services to our merchants.”

But the dreaded ACSOI — which leaves out important costs of marketing — is not completely gone. In its filing, Groupon said it would use it internally, noting:

We exclude those costs because, unlike our other marketing expenses, they are an up-front investment to acquire new subscribers that we expect to end when this period of rapid expansion in our subscriber base concludes. While we track this management metric internally to gauge our performance, we encourage you to base your decision on whatever metrics make you comfortable.

In other words, for the love of Pete, please ignore ACSOI completely.

Groupon also included new financials in its filing for the quarter, with a 36 percent increase in revenue to $878 million from the previous quarter and double a year ago. But its loss was $102.7 million, compared to a loss of $35.9 million a year ago.

The company also reported that its subscribers grew from 10.4 million last year to 115.7 million now.

Costs are also lower by eight percent in the new quarter, with Groupon spending $165.2 on marketing to new subscribers, compared to $179.9 million in the previous one.

The filing with the Securities and Exchange Commission is a critical one for Groupon, whose public offering has been mired in questions about how it accounts for its financial performance.

Of particular concern: ACSOI, which is a number that does not include important costs, such as critical online marketing expenses to attract new customers to Groupon.

Such accounting is called non-GAAP (generally accepted accounting principles).

In 2010, Groupon reported that it lost $413.4 million using standard accounting practices. When it excludes some costs from its calculations using ACSOI — including online marketing expenses to attract new customers — it recorded a profit of $60.6 million in 2010.

The new results were stronger, to be sure. Such growth is important, especially given investor scrutiny of Groupon in the current economic turmoil.

As I wrote last week:

And, indeed, questions from the media, investors and, most importantly, the Securities and Exchange Commission about how Groupon accounts for its revenue and profits using ACSOI were swift and decidedly negative.

Hence, a furious debate — along with much internal tension — within Groupon about what to do. At first, in another S-1 amendment, the company backed away from using ACSOI as a “valuation metric.”

But that was apparently not enough for the SEC or anyone else, so Groupon’s top managers finally thought it best to rid itself of the term entirely.

Presumably, with a cleaner S-1, Groupon can concentrate on a whole new set of issues around its IPO, such as the tumultuous state of the markets.

]]> http://allthingsd.com/20110810/groupon-filing-acsoi-dumped-revenue-and-subs-up-losses-remain/feed/ 0 Exclusive: Groupon Will Dump Controversial ACSOI Accounting in Amended IPO Filing http://allthingsd.com/20110805/exclusive-groupon-will-dump-controversial-ascoi-accounting-in-new-ipo-filing/ http://allthingsd.com/20110805/exclusive-groupon-will-dump-controversial-ascoi-accounting-in-new-ipo-filing/#comments Fri, 05 Aug 2011 21:49:28 +0000 Kara Swisher http://allthingsd.com/?p=106824

According to numerous sources close to the situation and after regulatory pressure, Groupon will amend its S-1 public offering filing to remove references to an unusual accounting treatment that has attracted controversy.

Sources said the new filing by the social buying company, which is helmed by CEO and co-founder Andrew Mason (pictured above), will likely occur as early as Monday.

It can’t come a minute too soon regarding a metric called ACSOI, or adjusted consolidated segment operating income, which the Chicago-based Groupon used when it filed its S-1 documents in June.

As I wrote at the time about the odd use of ACSOI:

Let’s be clear, this is a number that does not include important costs, such as critical online marketing expenses to attract new customers to Groupon.

Such accounting is called non-GAAP (generally accepted accounting principles).

In 2010 and the first quarter of 2011, Groupon said its Adjusted CSOI was $60.6 million and $81.6 million, respectively.

On a GAAP basis, Groupon lost $413.4 million for 2010 and $113.9 million in the first three months of 2011.

And, indeed, questions from the media, investors and, most importantly, the Securities and Exchange Commission about how Groupon accounts for its revenue and profits using ACSOI were swift and decidedly negative.

Hence, a furious debate — along with much internal tension — within Groupon about what to do. At first, in another S-1 amendment, the company backed away from using ACSOI as a “valuation metric.”

But that was apparently not enough for the SEC or anyone else, so Groupon’s top managers finally thought it best to rid itself of the term entirely. That will happen next week, sources said.

And, in coming weeks, sources added, the company will be filing additional financial information about both its growth and costs, which will undoubtedly also be put under a microscope by the media, investors and regulators.

A Groupon spokesman declined to comment when asked about the removal of ACSOI from its public offering documents.

]]> http://allthingsd.com/20110805/exclusive-groupon-will-dump-controversial-ascoi-accounting-in-new-ipo-filing/feed/ 0 Not So Much on Groupon IPO Delay, But SEC Scrutiny Still a Drag http://allthingsd.com/20110727/not-so-much-on-groupon-ipo-delay-but-sec-scrutiny-still-a-drag/ http://allthingsd.com/20110727/not-so-much-on-groupon-ipo-delay-but-sec-scrutiny-still-a-drag/#comments Wed, 27 Jul 2011 18:51:13 +0000 Kara Swisher http://allthingsd.com/?p=103279

Earlier today, CNBC reported that the regulatory review of Groupon’s questionable use of certain accounting metrics in its IPO filing was delaying its offering until later in September.

While more questions from the Securities and Exchange Commission about how it accounts for its revenue and profits might indeed eventually push the IPO debut out, according to sources I have interviewed for months now, an offering in mid to late September was actually when the social buying company was planning to take its company public.

It makes sense, since August is seldom used for road shows for companies headed for an IPO — think Wall Street in the Hamptons and you’ll get why.

That said, the continued scrutiny by the SEC is not a welcome development for Chicago-based Groupon, which filed its S-1 documents in June.

In coming weeks, sources said, the company will be filing new financial information about both its growth and costs, which will undoubtedly be put under a microscope by investors and regulators.

That’s no surprise since the contents of the original filing immediately caused controversy, especially over the amount of its venture funding paid out to insiders and also over an unusual accounting treatment called adjusted consolidated segment operating income, or Adjusted CSOI.

As I wrote at the time:

Let’s be clear, this is a number that does not include important costs, such as critical online marketing expenses to attract new customers to Groupon.
Such accounting is called non-GAAP (generally accepted accounting principles).

In 2010 and the first quarter of 2011, Groupon said its Adjusted CSOI was $60.6 million and $81.6 million, respectively.

On a GAAP basis, Groupon lost $413.4 million million for 2010 and $113.9 million in the first three months of 2011.

Said Groupon about its accounting in its S-1 filing: “We believe Adjusted CSOI is an important measure of the performance of our business as it excludes expenses that are non-cash or otherwise not indicative of future operating expenses.”

Definitely sketchy enough to attract an SEC look-see, which caused Groupon to back away from Adjusted CSOI as a “valuation metric” in a recently amended S-1 filing. Groupon also stepped back a sloppy comment made after the filing by its Chairman Eric Lefkofsky — in a interview he apparently thought was off the record — that the company would be “wildly profitable.”

One thing is certain: There will surely be more amending of the Groupon S-1 in the weeks ahead as it stumbles toward its IPO, which will be one of the most prominent of the Web 2.0 era.

]]> http://allthingsd.com/20110727/not-so-much-on-groupon-ipo-delay-but-sec-scrutiny-still-a-drag/feed/ 0 What to Expect When You're Expecting a Zynga IPO (Insider Selling, Natch!) http://allthingsd.com/20110629/what-to-expect-when-youre-expecting-a-zynga-ipo-insider-selling-natch/ http://allthingsd.com/20110629/what-to-expect-when-youre-expecting-a-zynga-ipo-insider-selling-natch/#comments Wed, 29 Jun 2011 15:07:46 +0000 Kara Swisher http://allthingsd.com/?p=92568

So exactly how fecund is “FarmVille”?

If reports hold, we’ll all find out today what the yield is from the online gaming phenom Zynga, which will finally be filing its regulatory documents sometime today.

The S-1 for a public offering valued at up to $20 billion, which will contain all kinds of juicy information about the San Francisco-based start-up’s business, is likely to come out after the markets close. Zynga is expected to raise $2 billion in the offering.

Before everyone gets to see what’s in it, there’s a lot that investors should be looking out for, based on recent IPO filings by similar companies, such as Groupon.

Digging Up New Accounting Ground

As Tricia Duryee pointed out, Zynga will be the “first major U.S. company supported primarily by the sale of virtual goods” to file.

That’s what will likely make the Zynga filing very interesting, from an accounting point of view.

How Zynga handles its accounting is sure to be much scrutinized, especially since Groupon attracted all kinds of ugly from its unusual treatment of its financial results.

To defocus from its money-losing under GAAP acounting, the Chicago-based social buying service used the more attractive “Adjusted CSOI,” which is defined as adjusted consolidated segment operating income.

My definition: Sketchy!

Zynga’s finances are expected to look better, reportedly generating about $400 million in profit last year on about $850 million in revenue.

It will be important to pay attention to the breakdown of those revenues and about what period of time the company accounts for them.

As Duryee wrote, Zynga has several choices:

Game-based model: The company recognizes revenue over the life of the game.

User-based model: Revenue is recognized over the estimated life a user plays the game.

Item-based model: Revenue is recognized based on the implied or explicit life span of the item — in other words, how long it would last in the real world. Examples of more durable goods are virtual vehicles, furniture or weapons. Revenue from these would be recognized for as long as the player stays active in the game. Revenues from a more consumable item, like a virtual cup of coffee or a jolt of energy, would be recognized almost immediately.

And there are still other factors to take into consideration, such as whether the goods were paid for with virtual currency or real cash, and how much information a company has for establishing the averages.

In the Revenue Weeds

Another interesting thing to study will be the revenue breakdown for Zynga, especially as it relates to its biggest platform provider, Facebook.

Such as: How many in-game items are purchased directly on Facebook versus through gift cards purchased in the store? How big (or small) is Zynga’s advertising business? What about mobile games? Will the profitability of individual games be called out, with details about their performance?

And, of all its various distribution platforms for its games, where does it get the most mojo?

That’s important, since Zynga will be seen as a proxy for Facebook’s business. Thus, a lot of investors might find some nuggets of information, since the pair are so tightly intertwined as businesses.

Facebook, of course, has been famously trying not to IPO, so any indication of the social networking site’s business will be carefully studied.

Reaping the Insider Rewards

Lastly, it’ll be important to see who is selling what and when among current Zynga investors.

Groupon ran into a buzz saw of criticism from the giant payouts its founders took out of the company from its massive venture funding rounds.

As Peter Kafka wrote:

Groupon raised a total of $946 million in two funding rounds last winter. It kept $136 million of it to help run the money-losing company. The remaining $810 million was paid out, via stock purchases, to CEO Andrew Mason and some of his backers, including Eric Lefkofsky, and, notably, the Samwer brothers, who sold their CityDeal company to Groupon in 2010 … Of note: This wasn’t the first time Groupon had raised money and taken cash off the table. In April 2010, the company raised $130 million, and handed $120 million to many of the same people.

My definition: Even sketchier!

Along with its founder and CEO Mark Pincus, Zynga investors are the pantheon of venture players, including Digital Sky Technologies, Kleiner Perkins, Union Square Ventures and angel investors LinkedIn founder Reid Hoffman and Peter Thiel.

How much Pincus and others inside the company have taken out and are selling should be one of the first places new investors should look.

Because with the hyped valuations that many of these Web 2.0 companies are getting, who’s zooming who should be a key sign to pay mind to.

]]> http://allthingsd.com/20110629/what-to-expect-when-youre-expecting-a-zynga-ipo-insider-selling-natch/feed/ 0 Talk About Discounting: Groupon Gets a Pre-IPO Smackdown http://allthingsd.com/20110613/talk-about-discounting-groupon-gets-a-pre-ipo-smackdown/ http://allthingsd.com/20110613/talk-about-discounting-groupon-gets-a-pre-ipo-smackdown/#comments Mon, 13 Jun 2011 13:15:54 +0000 Kara Swisher http://allthingsd.com/?p=85870

It has only just announced its IPO plans, but Groupon is already getting a bitter taste of the brutality of being more public in an increasing series of negative reports aimed at its business prospects and execs.

That has included a spate of posts after it filed to go public last week about the unusual accounting treatment in an S-1 regulatory filing for the offering, which also showed a large outflow of its venture funding to the pockets of the Chicago-based social buying site’s founders.

Since then, though, the gloves seem to be off for Groupon, just as it starts to market itself to Wall Street investors.

Perhaps the toughest so far has been one written by Fortune’s Kevin Kelleher, painting a very sketchy investing portrait of the company’s Chairman and co-founder Eric Lefkofsky.

Wrote Kelleher in a piece titled “The Checkered Past of Groupon’s Chairman”:

But Groupon’s IPO has brought an uncomfortable spotlight onto Lefkofsky. While some attention focuses on his ambitions as an investor in tech start-ups, others see a “spotty history” and draw parallels between the past and the present. Lefkofsky’s track record, reflecting failures and successes, bears certain hallmarks: Rapid revenue growth accompanied by big losses, a penchant to sell stock early on, and lawsuits filed by investors, lenders or customers who feel they have been wronged.

Ouch.

While one of the lawsuits mentioned in the piece was dismissed with prejudice, it did not help that the piece included an early email used in the case, written by Lefkofsky in the Web 1.0 era, that read in part:

“Lets start having fun…lets get funky…let’s announce everything…let’s be WILDLY positive in our forecasts…lets take this thing to the extreme…if we get wacked [sic] on the ride down-who gives a shit…THE TIME TO GET RADICAL IS NOW…WE HAVE NOTHING TO LOSE…”

Double ouch, even if it is probably a bit unfair to use such rookie remarks from a young entrepreneur back then to reflect on him today.

Still, Lefkofsky — whom I met with recently at Groupon’s HQ and found as whip-smart and savvy as any Silicon Valley sharpie — does seem to need to be more circumspect in his utterances today.

Most specifically, the day after its IPO filing, he told Bloomberg in an interview that Groupon will be “wildly profitable,” referencing worries about losses unveiled in its financial statements and his past record of start-ups.

Said Lefkofsky on June 3:

“I’m going to be in technology for a long time. I’m going to start a lot of companies. These are not sham companies. These are great businesses. InnerWorkings is profitable. Echo is profitable. Groupon is going to be wildly profitable.”

While sources said it is unlikely that Groupon will be forced by the Securities and Exchange Commission to make a new filing due to the remarks, it’s just the kind of mistake the typically voluble company needs to avoid going forward.

In other words, no more words from Groupon.

]]> http://allthingsd.com/20110613/talk-about-discounting-groupon-gets-a-pre-ipo-smackdown/feed/ 0 Yahoo Addresses Alipay Mess: Forget It, Shareholders–It's China. http://allthingsd.com/20110513/yahoo-addresses-alipay-mess-forget-it-shareholders-its-china/ http://allthingsd.com/20110513/yahoo-addresses-alipay-mess-forget-it-shareholders-its-china/#comments Fri, 13 May 2011 07:03:58 +0000 Kara Swisher http://kara.allthingsd.com/?p=43899

Back in April of 2009, like all the rest of the parts of the Chinese Internet giant Alibaba Group, its Alipay unit was listed this way on its Web site: “Alipay is wholly owned by Alibaba Group.”

And right now, describing the online payments platform? (my italics): “Alipay is an affiliate of Alibaba Group.”

Memo to Yahoo CEO Carol Bartz: You might have noticed that critical change in Alipay’s corporate status, which happened last August, given the company you lead owns 43 percent of the Alibaba Group.

More to the point, Alipay accounted for $1.7 billion of Yahoo’s valuation.

Not surprisingly, Yahoo shares are down more than six percent in after-hours trading, likely in reaction to an unusual statement by Yahoo yesterday, in which the company said it had no idea until March 31 that Alibaba CEO Jack Ma had transferred ownership of the Alipay unit to a separate entity.

Sources said that apparently happened in a letter from Alibaba to Yahoo’s accounting department. Since then, the company said it has been trying to figure it all out.

Said Yahoo:

On March 31, 2011, Yahoo! and Softbank were notified by Alibaba Group of two transactions that occurred without the knowledge or approval of the Alibaba Group board of directors or shareholders. The first was the transfer of ownership of Alipay in August 2010. The second was the deconsolidation of Alipay effective in the first quarter of 2011.

Yahoo! disclosed this restructuring in its 10-Q after discussions with Alibaba Group and obtaining a better understanding of this complex situation.

Yahoo! continues to work closely with Alibaba and Softbank to protect economic value for all interested parties. We believe ongoing negotiations among all of the parties provide the best opportunity to achieve an outcome in the best interest of all stakeholders.

Translation: Alibaba’s Ma–who cites upcoming new rules about foreign ownership from People’s Bank of China related to operating its payment business–just snookered us and we need to play dumb until we decide whether a lawsuit will be one disaster too many for our much-beleaguered investors.

Really pissed off shareholders is more like it–BoomTown has been on the receiving end of an explosive series of calls from Yahoo’s investors today asking a variety of questions.

They include:

1. How could Alibaba have reported its results with Alipay consolidated in, even though it was a separate entity since last year? And does that spell trouble for Yahoo, since it used those numbers in its own regulatory filings in the U.S.?

2. How could Ma initiate such a transaction without approval from shareholders and its board, as Yahoo claims?

3. In any case, why weren’t Yahoo execs paying more attention to the swirling changes related to foreign ownership in China, especially since Yahoo co-founder Jerry Yang is on the Alibaba board, anticipating that there could be real problems ahead?

4. Why did Yahoo execs not tell shareholders about the situation immediately or even at its April earnings call? Or perhaps before David Einhorn’s hedge fund Greenlight Capital hedge fund took a big position in Yahoo last week, specifically noting the value of the company’s Asian assets as highly attractive.

5. Does this move mean that those pretty Chinese assets Yahoo has touted are not so pretty after all, given that these kinds of things can happen there?

6. Should U.S. investors remove themselves from that Chinese market, given that these kinds of things can happen there?

7. Is Bartz’s extraordinarily tense personal relationship with Ma a big part of the problem, creating a distasteful public feud over issues better left to quiet backroom negotiations?

There will be plenty more, of course, especially around Yahoo’s disclosures to investors.

Yahoo execs will argue that it did disclose in the proper manner from a filing point of view and that it did not reveal the fissure so as not to put its negotiations with Alibaba over the situation at risk.

But–especially given the myriad of continued missteps by Bartz that have worked investors’ last nerve–that probably is not going to fly.

In fact, that irked sentiment will surely be on display at Yahoo’s upcoming investor day on May 25.

Yahoo had hoped to show off its new team of execs and talk about some legitimate momentum the company is making.

Now, it will doubtlessly all be about China and what happened there.

So, Bartz has to have a better line than a take on a Hollywood classic: “Forget it, Wall Street. It’s China.”

Maybe so, but it’s her problem to solve now.

And here’s my favorite version of that line:

]]> http://allthingsd.com/20110513/yahoo-addresses-alipay-mess-forget-it-shareholders-its-china/feed/ 4 Intuit, Salesforce.com Team Up to Target Small Businesses http://allthingsd.com/20110331/intuit-salesforce-com-team-up-to-target-small-businesses/ http://allthingsd.com/20110331/intuit-salesforce-com-team-up-to-target-small-businesses/#comments Thu, 31 Mar 2011 23:01:10 +0000 Cari Tuna http://voices.allthingsd.com/?p=38396 Intuit and Salesforce.com are teaming up to take more small businesses to the cloud.

The two companies on Friday are set to announce a partnership that marries Intuit’s accounting software for small businesses with Salesforce.com’s sales-automation offerings–-all handled over the Web, or in the cloud, as many industry executives put it these days.

They plan to offer a Web-based application based on Salesforce.com technology that will be sold through Intuit’s App Center for users of QuickBooks, a program used to manage the finances of 4.5 million small businesses, Intuit said.

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]]> http://allthingsd.com/20110331/intuit-salesforce-com-team-up-to-target-small-businesses/feed/ 0 Security Software, Taxes and Wi-Fi for iPads http://allthingsd.com/20110202/security-software-taxes-and-wi-fi-for-ipads/ http://allthingsd.com/20110202/security-software-taxes-and-wi-fi-for-ipads/#comments Wed, 02 Feb 2011 23:00:02 +0000 Walt Mossberg http://mailbox.allthingsd.com/?p=839 Q:

I have a Windows PC. Microsoft sends regular updates to their “computer protection” software. Do I still need other security software?

A:

It depends what you mean by “computer protection” software.

If you are using Microsoft Security Essentials, then you already have security software and don’t need another brand, unless you are unhappy with it.

If you are referring to general security updates to Windows, these do close vulnerabilities in Windows, but don’t obviate the need for security software.

Q:

I’m an accountant and do a few tax returns for my clients in my spare time. Would you please give me some recommendations on a computer that I could use for preparing tax returns and filing them electronically?

A:

While preparing tax returns might require some skill on your part, it doesn’t require an especially powerful computer, or one configured in any particular manner. Pretty much any PC or Mac on the shelves can do it.

If you have a favorite tax software program, perhaps one geared more to accountants than to average consumers, you might check its system requirements and be guided by these.

For instance, if it runs on only certain versions of Windows, or requires a certain amount of memory, you should buy accordingly.

Q:

We have two new iPads, the models with only Wi-Fi connectivity. Can I use the Wi-Fi hot-spot feature of an Android phone to provide them with Internet access?

A:

Although I haven’t tested this scenario, I see no reason why not.

The hot-spot feature creates a Wi-Fi network from a cellular data connection and should work with any Wi-Fi capable device, including your iPads.

You can find Mossberg’s Mailbox and all of Walt Mossberg’s other columns online at the All Things Digital website, http://walt.allthingsd.com. Write to Walt at mossberg@wsj.com.

]]> http://allthingsd.com/20110202/security-software-taxes-and-wi-fi-for-ipads/feed/ 1 AT&T Plans $2.7 Billion Charge http://allthingsd.com/20110113/att-plans-2-7-billion-charge/ http://allthingsd.com/20110113/att-plans-2-7-billion-charge/#comments Thu, 13 Jan 2011 22:28:35 +0000 Roger Cheng http://voices.allthingsd.com/?p=35200 AT&T Inc. will take a pretax charge of about $2.7 billion in the fourth quarter in a move to simplify how it accounts for pension and other post-retirement benefits.

The Dallas-based telecommunications company said Thursday it would now recognize gains and losses in the year in which they are incurred, using a practice called mark-to-market accounting, rather than spread them out over several years.

The accounting change clarifies one of the more volatile aspects of a large employer’s financial results, better tying performance to the current economic state. It would eliminate the “smoothing out” of gains and losses over several years. Under the old system, some of the pension-plan losses recorded during the stock market decline in 2008 would still be on the books for 2010.

AT&T joins a number of large U.S. corporations including Honeywell International, General Electric Co. and International Business Machines Corp. in revamping pension-accounting practices.

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