Apparently the final reassurance analysts and investors were looking for was that the company is indeed still growing.

Despite taking several measures over the past couple of months in the wake of an awkward fourth-quarter earnings revision, Groupon has not been able to regain investor confidence and has watched its stock price slowly dwindle to half its IPO price of $20 a share.

Today, the company’s stock opened at $14.93 a share before settling at $12.17 at the close, up 3.7 percent.

At least two analysts were bullish on yesterday’s first-quarter results, upgrading Groupon’s stock to a buy.

Sterne Agee upgraded Groupon from neutral to a buy and set a price target of $20. In a note to investors, analysts Arvind Bhatia and Brett Strauser wrote that the strong first quarter “alleviated several concerns,” including Groupon’s ability to have operating leverage. An additional plus, they wrote, is that the stock is trading so far below its IPO price.

Likewise, Mark Mahaney from Citi wrote that “we’ll grab this deal,” and upgraded the stock to a buy with a $22 price target. Four factors drove his decision: 33 percent quarter-over-quarter revenue growth in North America, international margins turning positive for the first time, marketing spending declining for the fourth quarter in a row and the very low stock price.

As my colleague Ina Fried reported yesterday, Groupon’s first-quarter revenues topped the company’s prior forecast as well as analyst expectations, totaling $559.3 million during the period, compared with $295.5 million a year ago. Operating income was $39.6 million, including an expense of $28 million related to non-cash stock-based compensation.

The strong results helped overshadow the company’s previous follies, which included the financial revision in the fourth quarter due to higher than expected holiday returns and the disclosure that auditors had determined it had a material weakness in its financial processes.

In a conference call with analysts, Groupon’s CFO Jason Child, who is under fire over the gaffes, said: “There’s some specific tasks that we have implemented and are going to implement. We’ve certainly added some people, and have some more work there. We have 48 countries and so we do have accounting personnel and controllers in every single country.”

In addition, Groupon has taken several precautions over the past couple of months to ensure the mishaps won’t happen again.

For example, Groupon has hired Kal Raman to build out the company’s internal controls and processes as the SVP of Americas. He previously held executive roles at Amazon, eBay and Drugstore.com. Groupon also nominated two new members with accounting prowess to the board and has been working on its financial controls.

Child said that since being tripped by holiday returns, the company has implemented a more granular statistical model that maps returns on a weekly basis.

“From a process standpoint we are in good shape, and there’s some technology that is especially helpful with a company like ours,” he said. “We made a lot of progress this quarter, and will make a lot of progress next quarter, and hopefully in the next quarter or two, we’ve done all the steps necessary.”

Groupon’s auditors won’t review whether the company has rectified its financial processes until the end of the year, so even if the company moves faster the label will remain.

In a recent letter to shareholders, Groupon’s CEO Andrew Mason said he did not have regrets on moving too fast.

“Although there are risks in moving too fast, companies often don’t survive long enough to apologize for moving too slow,” Mason writes. “Perhaps more importantly, by moving quickly, we reached a scale that has helped us solidify our market leadership, and accumulated data that is enabling our future and helping us continuously improve the experience of our customers.”

First look at Netflix numbers: A loss of $0.08 a share on revenue of $870 million. Wall Street was expecting revenues of $855 million and a loss of $0.27 a share. The crucial number: 23.41 million domestic streaming subscribers. Netflix had told investors to expect 22.8 million to 23.6 million.

Netflix had previously said it might lose money throughout 2012, but now says things could get better sooner, and predicts that it may turn a profit in Q2. “The improvement in the outlook is a result of continued member growth (both domestically and internationally), as well as increased efficiency of our content and marketing spending,” CEO Reed Hastings writes in his shareholder letter.

But the market isn’t happy with something — shares are down 16 percent — so we’ll try to figure out why. Perhaps this: “Q2 net adds will be below those of 2010, despite Q2 gross adds following the traditional seasonal pattern, and despite us expecting to match 2010 in annual net additions,” Hastings writes. He adds: “We see nothing new or particularly concerning this quarter to date in our member viewing, acquisition and retention. All are healthy.”

Someone disagrees.

(Update: OK, here’s Citi’s Mark Mahaney’s take on the market’s reaction. As I suspected, it is about the paragraph above — Hastings is saying subscriber growth will slow next quarter, but net out just fine for the year, and Wall Street doesn’t believe him.

“We believe this is due to concerns over the company’s Domestic Streaming Net Adds outlook — 500K Net Adds in Q2 vs. the Street at 1.2MM. NFLX is, however, laying out an outlook for 7MM Domestic Streaming Adds in 2011. This is higher than our 5MM estimate, and we believe is in-line with or higher than most Street estimates. The issue is market skepticism that NFLX can reach this level given the June Quarter guide.”)

Per usual, Hastings notes competition from Amazon and Hulu, and now Comcast’s Streampix offering. Also per usual, he says he can’t see any near-term effect from those services on his business, but promises to “watch them carefully.” And again, he argues that his long-term competition comes from the cable guys, and the promise of their “TV Everywhere” strategy.

Hastings also said the company’s expansion into U.K. and Ireland is promising. But he acknowledges what many Wall Street analysts have already concluded: Latin America will be a challenge. “The odds of us building a large, profitable business in Latin America are very good, but it will take longer than we initially thought.”

Again, here’s the “cheat sheet” from Citi’s Mark Mahaney so you can try to interpret the numbers yourself.

During the quarter, the company’s PayPal division rolled out in-store checkout at 2,000 Home Depots and PayPal Here, a new service for merchants that allows them to swipe credit cards using a mobile phone.

PayPal Here is competing against Square, which I reported today is seeking funding at a $4 billion valuation.

Because these offerings are so new, eBay does not currently include any potential revenue in its forecast. It may continue to say today that it is too early to tell what impact, if any, is happening on the business.

“We believe new product launches (in-store check out, Mobile offerings, PayPal Here) could present some wildcard upside to 2012 guidance,” said Citi analyst Mark Mahaney in a note to investors.

Analysts, on average, expect eBay to report earnings of 52 cents per share on revenue of $3.15 billion, according to a poll by FactSet.

Those results are on the high side of eBay’s own forecast, which is estimating revenue in the range of $3.05 million to $3.15 million, with earnings per share of 50 cents to 51 cents, not including some expenses.

Analysts will also be looking to see how the transformation of its core marketplaces business is going, and how well its acquisition of GSI business is progressing. Going forward, the company wants to leverage its expertise in both e-commerce and payments to provide tools to third-party retailers that helps them fend off competitors, like Amazon.com.

The company, which will release earnings after the bell, is trading down six cents at $36.03 a share. The stock recently hit a 52-week high of $38.18.

The cost-per-click number, which freaked out Wall Street last quarter, was down another 12 percent. That’s a bigger drop than many analysts had predicted.

Meanwhile, Google is creating a new class of non-voting stock, which it says will end up creating a 2-1 stock split. Here’s a brief explanation via CEO Larry Page’s Google+ page:

Effectively a Stock Split: And a New Class of Stock

Today we announced plans to create a new class of non-voting capital stock, which will be listed on NASDAQ. These shares will be distributed via a stock dividend to all existing stockholders: the owner of each existing share will receive one new share of the non-voting stock, giving investors twice the number of shares they had before. It’s effectively a two-for-one stock split — something many of our investors have long asked us for. These non-voting shares will be available for corporate uses, like equity-based employee compensation, that might otherwise dilute our governance structure.

So is Google planning on another big, Motorola-sized deal that’s planning on using stock? No, Page says: “We don’t have an unusually big acquisition planned, in case you were wondering.”

This is technically a “proposal,” but since Page, Sergey Brin and Eric Schmidt effectively control Google already, it’s a foregone conclusion — which is exactly the concentration of power the move is supposed to sustain. It should go into effect later this summer.

My colleague Liz Gannes is live-blogging the earnings call here; you can also listen in for yourself via YouTube.

Here’s Citigroup analyst Mark Mahaney’s “cheat sheet” to help you interpret the numbers:

And here’s the entire text of Page’s Founders’ Letter, followed by a statement from chief legal officer David Drummond:

FOUNDERS’ LETTER 2012

Introduction

Throughout our evolution, from privately held start-up to large, publicly listed company, we have managed Google for the long term — enjoying tremendous success as a result, especially since our IPO in 2004. Sergey and I hoped, though we did not expect, that Google would have such significant impact, and this progress has made us even more impatient to do important things that matter in the world. Our enduring love for Google comes from a strong desire to create technology products that enrich millions of people’s lives in deep and meaningful ways. To fulfill these dreams, we need to ensure that Google remains a successful, growing business that can generate significant returns for everyone involved.

Corporate Structure

When we went public, we created a dual-class voting structure. Our goal was to maintain the freedom to focus on the long term by ensuring that the management team, in particular Eric, Sergey and I, retained control over Google’s destiny. As we explained in our first founders’ letter:

“We are creating a corporate structure that is designed for stability over long time horizons. By investing in Google, you are placing an unusual long term bet on the team, especially Sergey and me, and on our innovative approach…

We want Google to become an important and significant institution. That takes time, stability and independence…

In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Google. This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier…

The main effect of this structure is likely to leave our team, especially Sergey and me, with increasingly significant control over the company’s decisions and fate, as Google shares change hands…

New investors will fully share in Google’s long term economic future but will have little ability to influence its strategic decisions through their voting rights…

Our colleagues will be able to trust that they themselves and their labors of hard work, love and creativity will be well cared for by a company focused on stability and the long term…

As an investor, you are placing a potentially risky long term bet on the team, especially Sergey and me. …. Sergey and I are committed to Google for the long term.”

I wanted to quote all that because these were the clear, well-publicized expectations we established for investors in 2004. While this decision was controversial at the time, we believe with hindsight it was absolutely the right thing to do. Eight years later, these statements are still remarkably accurate, and everyone involved has realized tremendous benefits as a result. Given Google’s success, it’s unsurprising that this type of dual-class governance structure is now somewhat standard among newer technology companies.

In our experience, success is more likely if you concentrate on the long term. Technology products often require significant investment over many years to fulfill their potential. For example, it took over three years just to ship our first Android handset, and then another three years on top of that before the operating system truly reached critical mass. These kinds of investments are not for the faint-hearted.

We have protected Google from outside pressures and the temptation to sacrifice future opportunities to meet short-term demands. Long-term product investments, like Chrome and YouTube, which now enjoy phenomenal usage, were made with a significant degree of independence.

We have a structure that prevents outside parties from taking over or unduly influencing our management decisions. However, day-to-day dilution from routine equity-based employee compensation and other possible dilution, such as stock-based acquisitions, will likely undermine this dual-class structure and our aspirations for Google over the very long term. We have put our hearts into Google and hope to do so for many more years to come. So we want to ensure that our corporate structure can sustain these efforts and our desire to improve the world.

Effectively a Stock Split: And a New Class of Stock

Today we announced plans to create a new class of non-voting capital stock, which will be listed on NASDAQ. These shares will be distributed via a stock dividend to all existing stockholders: the owner of each existing share will receive one new share of the non-voting stock, giving investors twice the number of shares they had before. It’s effectively a two-for-one stock split — something many of our investors have long asked us for. These non-voting shares will be available for corporate uses, like equity-based employee compensation, that might otherwise dilute our governance structure.

We recognize that some people, particularly those who opposed this structure at the start, won’t support this change — and we understand that other companies have been very successful with more traditional governance models. But after careful consideration with our board of directors, we have decided that maintaining this founder-led approach is in the best interests of Google, our shareholders and our users. Having the flexibility to use stock without diluting our structure will help ensure we are set up for success for decades to come.

In November 2009, Sergey and I published plans to sell a modest percentage of our overall stock, ending in 2015. We are currently halfway through those plans and we don’t expect any changes to that, certainly not as the result of this new potential class. We both remain very much committed to Google for the long term.

It’s important to bear in mind that this proposal will only have an effect on governance over the very long term. In fact, there’s no particular urgency to make these changes now — we don’t have an unusually big acquisition planned, in case you were wondering. It’s just that since we know what we want to do, there’s no reason to delay the decision. Also note that there will be no immediate change in votes, because everyone will still have the same number. In addition, Eric, Sergey and I have all agreed to “stapling” arrangements so that, above set thresholds, if our economic interest in Google were to decline, our votes would as well. We also have provisions to ensure all shareholders are treated fairly from an economic perspective.

For more details on all of this, please see the postscript below from our Chief Legal Officer, David Drummond, and the preliminary proxy statement we will file with the SEC next week.

Conclusion

We have always managed Google for the long term, investing heavily in the big bets we hope will make a significant difference in the world. Some of these bets have been tremendous, funding our activities and generating significant gains for our shareholders. Others have been less successful. But the ability to take these kinds of risks has been crucial to Google’s overall success and we aim to maintain this pioneering culture going forward.

The proposal we announced today is consistent with the governance philosophy we articulated when we took the company public, as well as the trend for newer technology companies to adopt strong dual-class
structures. We believe that it will provide great competitive strength — insulating Google from short-term pressures, whatever the source, for a long time to come, while also giving us more flexibility around equity grants.

Investors and others have always taken a big bet on us, the founders, and that bet will likely last longer as a result of these changes. We are honored that so many of you have put your trust in us and we recognize the tremendous responsibility that rests on our shoulders. We think this is a good thing because users rely on Google to produce and operate amazing technology products and to safely and responsibly store their data. This is our passion.

Sergey and I share a profound belief in the potential for technology to improve people’s lives and we are enormously excited about what lies ahead. I couldn’t write a better conclusion to this founder’s letter than what we wrote in 2004… so here goes: “We have a strong commitment to our users worldwide, their communities, the web sites in our network, our advertisers, our investors, and of course our employees. Sergey and I, and the team will do our best to make Google a long term success and the world a better place.”

Larry Page
CEO and Co-founder

Sergey Brin
Co-founder

April 2012

Postscript from David Drummond, Chief Legal Officer, Google Inc.

This is not the usual yada yada… so please read on.

Although we’ll be filing a comprehensive proxy statement soon, I wanted to share some details about today’s proposal to create a new class of stock and the process our board of directors followed to approve it.

As Larry and Sergey note above, the stock dividend we are announcing today will have the basic effect of a two-for-one stock split. Each holder of a share of Class A or Class B common stock will receive one share of the new non-voting Class C capital stock. So after the dividend, a stockholder who currently owns one Class A share with a single vote will continue to own that share plus one Class C share without a vote.

The Class A shares will continue to trade under the “GOOG” ticker symbol, while the Class C shares will trade under a different ticker symbol, so stockholders will be able to trade these shares, just as they can with Class A shares today. Except for voting rights, the Class C shares will have the same rights as the existing Class A and Class B shares. As is typically the case with stock splits, the Class C stock dividend will be tax-free.

One thing to keep in mind is that immediately after the Class C dividend, all stockholders, including Larry, Sergey and Eric, will retain the same voting interest they hold prior to the dividend. In addition, Larry, Sergey and Eric have agreed to subject their shares to a Transfer Restriction Agreement. This agreement will maintain the same link between their voting and economic interests that exists today, even if they sell some of their non-voting Class C shares. If the founders or Eric wish to sell or transfer their non-voting Class C shares, a “stapling” provision in the agreement requires them to either sell an equal number of Class B shares, or convert an equal number of Class B shares into Class A shares. No other stockholders
will be subject to these restrictions upon the transfer or sale of their shares. The stapling requirement will terminate as to the founders when their collective ownership falls below a certain threshold, and as to Eric when his ownership falls below a certain threshold. Further details of the Transfer Restriction Agreement will be included in our proxy, but it’s important to note that the stapling provision is designed so that, subject to the thresholds, the votes held by the founders and Eric will be reduced proportionally as their economic interest in the company declines.

Our board of directors carefully considered this proposal to create a new class of stock before reaching a decision. In January 2011, the board established a special committee, comprised of independent, non-management board members to consider a new class of stock, or other alternatives. This committee retained its own financial and legal advisers to assist with its deliberations, and met on numerous occasions over the 15 months that the special committee considered the proposal separately from the board. The committee recommended, and the board unanimously approved, today’s proposal.

The proposal is subject to the approval of a majority of the voting power of Google’s common stock, voting together as a single class, at our annual meeting on June 21, 2012. Given that Larry, Sergey, and Eric control the majority of voting power and support this proposal, we expect it to pass. The Board of Directors has not set a record date for the issuance of the Class C dividend and currently expects to set the date following the annual meeting.

Next week, we’ll file a preliminary proxy statement with the SEC, which will contain further details regarding today’s proposal.

David Drummond
Chief Legal Officer, Google Inc.

Groupon’s restatement is only the latest financial debacle for the company, which had to change the way it accounted for revenue before it went public, as well.

This time it seems investors are less willing to shake off the restatement, and are having a hard time buying that it was a simple miscalculation on the company’s part because of a higher number of returns during the holiday period.

The company said on Friday it had to increase its refund reserves due to offering more higher-priced deals, which are more likely to be refunded by customers.

In midmorning trading, the company’s stock is down $2.17, or 11.8 percent, to $16.20. On Friday, the stock tumbled about 7 percent in after-hours trading.

The change in revenue was significant.

Groupon lowered its fourth-quarter revenue by $14.3 million, and its net income by $22.6 million. The company, which is trying to prove that the daily deals model is sustainable, is now reporting a wider net loss of $64.9 million on revenue totaling $492 million.

On Friday, the company also reported that an independent auditor issued a statement that it had a “material weakness” in its financial controls. It has been working with an accounting firm for several months, and will issue a report on its controls by the end of the year.

Following the restatement, multiple lawyers have issued releases looking for any wrongdoing. Specifically, they are investigating whether Groupon knew about the refund spike or the material weakness when they filed their registration papers and went public.

Mark Mahaney, a Citigroup analyst, said that Groupon’s growth is “extremely impressive,” and that the company has established a clear platform potential. But, he added, “with hyper-growth comes unusual execution/organizational challenges. GRPN management and investors are learning this the hard way.”

Other companies in the daily deals space, like Amazon and Google, have the protection of operating within a larger company, affording them more leeway to make blunders. LivingSocial, which is the second-largest provider, is privately held and has no immediate plans to go public.

Mahaney reaffirmed his “neutral” rating and $24 price point.

Netflix CEO Reed Hastings, who is also a Facebook board member, is backing a bill that would change the law. Right now, it’s tied up in the Senate.

But if it passes, don’t expect Netflix subscribers to thank him. They have absolutely no desire to learn what their Facebook pals are watching.

That’s the no-doubt-about-it conclusion from a new survey commissioned by Citi analyst Mark Mahaney: He finds that seven out of 10 Netflix subs are “not at all interested” in “seeing what [their] FB friends have watched on Netflix.”

Here’s what that looks like in a bar chart:

As Mahaney notes, it’s possible that the folks he surveyed just don’t know how cool it will be to learn that their pals are watching “Mad Men” or “Dora the Explorer” or whatever. And that if it becomes possible, they’ll change their mind.

But it’s worth noting that Hulu has synced up with Facebook (I’ve never really understood why it’s not constrained by the same law, but whatever). And so far I don’t think I’ve ever seen a Facebook pal tell me what they’re watching there.

There are a bunch of ways to explain that nonscientific observation away. But my gut is that people are actually sort of private about a lot of their video viewing, and don’t want to automatically share it with the Web.

It’s not like Spotify, where even though you may not be proud that you were listening to .38 Special, you don’t really care if anyone knows.

Yes, lots of people will tell you — on Facebook or Twitter, or maybe even one of those TV check-in services — about a specific show they’re watching.* But that’s a lot different from a deluge, which is what Facebook seems to want.

And Netflix users, at least, want no part of it.

*I just finished season 4 of “Breaking Bad” this weekend. So great. I literally yelped in delight at the end of the last five or six episodes.

(Image courtesy of Shutterstock/Everett Collection)

Yahoo will report its fourth quarter earnings tomorrow, after the markets close, which most expect to be lackluster compared to a year ago.

To call this report a surprise would be, well, wrong.

In fact, it will be the 13th quarter in which the Silicon Valley Internet giant has done worse that the previous year. (This has happened as Internet advertising has boomed for sites like Google and Facebook, as a point of reference.)

Welcome aboard, new CEO Scott Thompson! Now, what are you going to do about it?

Probably cut costs first, including staff, and try to quickly figure out an all-new, this-time-it’ll-take strategery about what to do to turnaround the much beleaguered Yahoo.

But, first, the depressing quarter to deliver again.

The estimates for that weak performance have a range, but the consensus of analysts is expecting revenue to be $1.19 billion on profits of 23 to 24 cents. If Yahoo has managed to rein in costs more than expected, some analysts are hoping for a slightly better report.

Still, all the indications are for more negative signs in user engagement, search share, display advertising stats and more.

Thus, we await the light at the end of the tunnel.

As Citigroup’s Mark Mahaney noted in his cheat-sheet analysis:

“Valuation remains intriguing, but we’re still waiting for convincing Top-Line Turnaround Story Proof. With new CEO Scott Thompson, we believe YHOO will be another wait-and-see turn-around story.”

Of course, much of the action is taking place elsewhere, with the company ferreting away at the deal to sell off a big stake in Yahoo’s Asian assets and also subtracting and adding new board members.

But tomorrow, it’s once more unto the Wall Street breach, dear friends, or close the wall up with our purple dread.

Until the results are in, here’s a recent video I did for WSJ.com’s online Digits show on the possible layoffs at Yahoo:

Earlier this month, investors pushed Google shares up past $670 — the highest they’ve ever been. They’ve since pulled back a bit, but not for performance reasons: The Street still expects Google to post net revenue of around $8.4 billion — that’s up about 30 percent over the previous year — and earnings of around $10.46 a share — up about 20 percent.

If there are questions out there about Google, the Street seems to think they’re about what could happen — government regulation, a misstep with the $12.5 billion Motorola Mobility deal, etc. — than what just happened over the last three months.

Analysts who have been listening to search marketers say they don’t see any real signs of slowdown over the last quarter, even as other ad businesses have been roughed up. (We’ll ignore, for now, an outlier report from Kantar Media which reports a huge and puzzling decrease in paid search.)

As always, there is lots of interesting stuff going on at Google. And, as usual, you can expect Larry Page and company to say very little about it, other than making vague comments about the strength of their core search business, and some acknowledgement that their video, mobile and display ads are starting to become very significant businesses of their own.

In a fantasy world, we’d like to hear Page, et al, talk about what they really think about Facebook, and whether that move to shove Google+ pages into Google search results is as telling as it seems to be. We’d also like to hear more detail about their plans for Motorola, assuming the deal goes through early this year. Don’t hold your breath.

For more grounded speculation, we can consult this cheat sheet from Citi’s Mark Mahaney, which lets you see how different results might move GOOG shares. We continue to find these summaries as useful as ever (click image to enlarge):

A main attraction: the bank’s top-ranked Internet analyst, Mark Mahaney.

Read the rest of this post on the original site »

In an interview this afternoon, eBay CEO John Donahoe confirmed that it was indeed a “shock” — as he wrote to staff in a memo — after returning from a long New Year’s weekend, to learn that the head of one of the online commerce giant’s key divisions, PayPal President Scott Thompson, was leaving to be CEO of Yahoo.

With only 15 hours’ notice before the planned announcement this morning by Yahoo — and even earlier, given that AllThingsD.com scooped the news last night — Donahoe had no time to inform the company, especially those working at PayPal.

Still, he was as cordial as he could be, given the circumstances.

“Scott is a great guy, and he did a great job at PayPal, and I am one of his biggest supporters,” said Donahoe — known at the company for his even-handed demeanor — despite being blindsided by the longtime eBay exec and also Yahoo. “I told him, ‘I hope you are very successful at Yahoo.’”

But the eBay leader, who noted that he prefers to avoid corporate drama, shrugged off the suggestion that there would be any animosity going forward with Yahoo.

“It’s not the timing that I would have liked. It would have been nice for him to be able to tell the team, but that’s neither here nor there,” Donahoe said. “It’s no big deal.”

He also said he’s not holding a grudge against Thompson.

“Scott wanted to be a CEO, and that’s great. He felt the opportunity wasn’t going to come along again. He had the best non-CEO job in the world, but he wanted to be a CEO, and wanted to go for it,” said Donahoe. “I get that, and there’s not that many CEO jobs coming up.”

Still, after the news broke, one senior Yahoo leader joked to AllThingsD that he was afraid to call Donahoe.

Indeed, now that Yahoo has nabbed Thompson from its crosstown Internet peer, Donahoe will have to move fast to fill the exec shoes now abruptly left empty.

That’s especially true since Thompson’s departure is occurring at a most inopportune time.

First the good news: The digital payments division, which has been the bright spot at eBay, is on target to have a record 2011 performance, and is set to roll out several significant initiatives this year.

But the big item on PayPal’s agenda is daunting, too: To challenge both incumbent payment providers, along with new entrants, such as Google, by creating a digital wallet that can be used for physical payments at retail.

Nonetheless, the most pressing order of business, obviously, is that Thompson will have to be replaced.

And that’s no small task. The seven-year PayPal veteran has a deep knowledge of the digital payments market, and has a track record of success. PayPal has continued on a breakneck pace over the last couple of years, with the division’s revenue now on track to surpass that of eBay.

In addition, Thompson — often described as likable with an easy-going personality — was the company’s most visible cheerleader on payments, eagerly talking to major retailers and convincing them to get on board with its next generation of services.

Now, while PayPal has a plan and a budget for 2012, there is currently no sole person to implement the vision.

Donahoe, who will head up PayPal in the interim, said he addressed the PayPal executive team in a meeting this morning, in an effort to keep the momentum going.

“I got together with the team this morning and we spent a couple of hours together. Rest assured that they are driving ahead collectively to implement the plan that they helped put together over the last year,” Donahoe said. “They have a clear set of 2012 priorities, and they are excited.”

He added: “There was a shock in the morning, but by noontime, it was full speed ahead.”

As an example, Donahoe said eBay had already reassigned five of the company’s top 15 strategic accounts that Thompson was responsible for. Donahoe will take a couple of those, as will eBay CFO Bob Swan, and Devin Wenig, president of eBay’s Marketplaces unit.

But make no mistake, there needs to be a Thompson replacement, and quickly.

PayPal does have a deep bench of executive talent, and any number of senior executives could step up to take the role, although it’s also likely that eBay will conduct an external search before coming to that conclusion.

“I won’t worry about what’s next until we’ve made it a couple weeks into the year and are hitting our milestones,” said Donahoe, who noted that the company’s vision was shared by the management team, and even though Thompson was the one communicating externally, “It was not a one-person plan whatsoever.”

Donahoe declined to elaborate any further on how eBay would conduct a search.

Thompson’s direct reports and key leaders include:

Ed Eger, SVP and GM of North America, core payments and emerging markets; John McCabe, SVP of worldwide operations and customer service; Patrick Dupuis, CFO; Gary Marino, SVP of credit products and risk, who joined through the acquisition of Bill Me Later; Mark Lavelle, VP of strategy and business development, also from Bill Me Later; Rupert Keeley, SVP of Asia Pacific; Sam Shrauger, VP of global product and experience; James Barrese, VP of product development; David Marcus, VP of mobile, who joined through the acquisition of Zong; and Ranjana Clark, SVP and chief customer and marketing officer.

And there is a fairly long list of companies for eBay to attempt to cherry-pick from.

One obvious company is Amazon, which has a competing payments division. If PayPal could legally pull it off, Matt Swann, VP and general manager of payments of Amazon, would be a prime candidate to run the company.

There are also other companies with payment talent — many of which are also situated near eBay in Silicon Valley — including Apple, Google, Facebook, VeriFone, Intuit and the traditional payments providers, such as Visa, MasterCard or American Express.

While analysts viewed Thompson’s departure as a negative, they were still largely optimistic about PayPal’s future.

Colin Sebastian of Baird Equity wrote in a note to investors that “the core PayPal consumer value proposition remains strong, in our view, and remains well positioned for long-term growth.”

Citi Analyst Mark Mahaney pointed out that Thompson’s departure comes on the heels of a number of PayPal executive departures, including Stephanie Tilenius and Osama Bedier, both of whom left for Google; and Lorrie Norrington, who left eBay for personal reasons.

Still, eBay’s stock dropped $1.18 a share, or nearly 4 percent, on the Thompson news, to close at $30.16.

It is interesting to note that eBay’s market cap hovers close to $40 billion, which is still twice Yahoo’s market valuation.

They’re less happy than they used to be. But they don’t seem to be going anywhere.

That’s the cautiously optimistic conclusion of a new survey Citigroup commissioned over the past few months. It finds existing subscribers still fairly pleased with the service Reed Hastings is offering: 57 percent say they’re either “extremely satisfied” or “very satisfied.” But Hastings’ good will has certainly eroded a bit: In May, a similar survey found 50 percent of his customers in the “extremely satisfied” category. That number is now down to 18 percent.

As Citi analyst Mark Mahaney points out, the survey is a bit skewed, since Netflix subscribers who were most disappointed with the service’s changes — a price hike, an ill-fated attempt to spin off its DVD business into a separate unit, and the loss of programming deal that gives the company access to Sony and Disney movies — have already bailed.

But a different survey question suggests one reason customers are sticking around with Netflix: They don’t see many other options.

While Amazon has been building up its catalog of streaming video, only 9 percent of Netflix customers said they’ve watched movies or TV shows there. And while 15 percent said they’ve used Hulu, that number is down from 19 percent in May. Apple’s iTunes comes in at 8 percent. (Perhaps the reason only 27 percent of Netflix subscribers say they use Netflix is because they’re distinguishing between apps and the site. But that seems like a fairly precise distinction for a large number of people to make, so who knows.)

The very big picture is that Mahaney still assumes Netflix will keep growing. He figures its DVD-only subscribers will drop by 800,000, to 9.9 million, over the next year. But he thinks streaming subscribers will increase 9.9 million, to 30.9 million, and that the company will add a few million more as it expands in Latin America and the U.K. He also thinks Netflix will become profitable again by the end of 2012.

But none of that is going to help anyone who bought Netflix stock earlier this year, when shares had climbed as high as $300. Mahaney has lowered his price target for NFLX, and is now hoping it climbs back to $80.

In midday trading, the company’s shares fell 5 percent to $22.09 a share. Even so, that’s up from late last month, when the Chicago company traded as low as $15.24 a share, or roughly half of what some investors paid on day one.

The company is like a student in high school who still needs to push in order to get accepted into an Ivy League school. Even though it’s likely a shoo-in — and it’s already gone public — there’s no leeway for senioritis.

Most of the analysts’ evaluations were concerned about risks, such as the company’s short operating history, the prospects for growth now that it has gotten so large and intense competition coming from peers like LivingSocial, Amazon and Google among many others.

“While much execution lies ahead in order to meet expectations, the opportunity is large and Groupon has competitive advantages,” according to Barclays Capital, which had a neutral rating and a price target of $27.

J.P. Morgan also gave Groupon a neutral rating, but set a lower price target of $24 a share because there was still a lot to do despite its first-mover advantage.

“As subscriber growth slows, we project a major profitability ramp for Groupon over the next two years. However, we believe this ramp is largely anticipated and its magnitude leaves little room for error in execution and operations at current levels,” the analyst wrote.

Citigroup’s Mark Mahaney had the harshest words, saying he was “waiting for a better deal.”

He attributed his neutral stance and $24 price target to the lack of success in the company’s new segments, such as real-time offers, vacation packages and physical goods. “That, we believe, could take significant time to prove out,” Mahaney explained.

Nearly all the analysts were also concerned about the upcoming expiration date for a lock-up period. Expected in May 2012, it would allow some early investors and employees to dump the stock.

In other words, we could see a lot of people cashing in their vouchers right as the offer expires.

But here’s the counterpoint: Search — which means Google — appears to be doing just fine.

Citigroup’s Mark Mahaney has been checking with search marketers, who tell him that Q4 looks a whole lot like the rest of 2011, except maybe a bit better: “Our panel is tracking U.S. Search spend to be up between 15% and 27% Y/Y, rates that are largely in-line with or faster than Q1-Q3 trends.”

Mahaney notes that Efficient Frontier, the search marketer Adobe plans on buying, says its Q4 numbers show a “slight deceleration” from the rest of the year. But compared to the sour faces I’ve seen from some ad guys in recent weeks, that’s fine.

Also of note: Mahaney says that mobile advertising, which has generated lots of hype but not that many dollars, may finally be here, at least when it comes to search. There’s a “a clear consensus that Mobile Search spend is becoming material,” he writes, and will account for 10 percent or more of many search buyers’ spend.

In April, Expedia proposed a plan that would break the business into two public companies.

One would be a travel agency, focused on selling air, hotel and car rentals, and the other would be TripAdvisor, the travel reviews site that operates in 27 countries and 19 languages.

The deal is expected to close on or about Dec. 20, including a one-for-two reverse stock split immediately prior to the spin-off. Expedia will trade under the symbol EXPE and TripAdvisor will trade under TRIP.

Today, the company filed a presentation with the Securities & Exchange Commission detailing Expedia’s standalone growth prospects. The case will be an important one to make given that TripAdvisor is often seen as the more attractive of the two companies.

The Bellevue, Wash.-based company plans to present the slides to various investors and analysts over the next two-and-a-half months.

In the presentation, Expedia lists three major growth opportunities: International expansion, especially in Asia; a greater concentration on hotel bookings, which have higher margins than airplane tickets; and new distribution platforms, such as cellphones and tablets.

Expedia is a traditional travel agency that collects fees when an airfare or hotel room is booked. Meanwhile, TripAdvisor, which aggregates user-generated reviews, produces revenue from advertising, as well as fees when users book through other sites, such as Priceline or Orbitz.

In the quarter ended in September, TripAdvisor’s revenue jumped by 30 percent compared to the same period a year earlier. Meanwhile, Expedia’s revenues rose only 14 percent.

Additionally, the company is breaking up as it faces increasing competition from Google, which has started integrating the technology of ITA, a travel software company it acquired, into its search results.

Expedia’s stock today is trading at $28.65, up 61 cents.

We still view GOOG’s acquisition of the football coaching headphone equipment company as highly risky, but given signs that Amazon & Facebook may also enter the Smartphone market, GOOG’s move isn’t unprecedented.

– Citigroup analyst Mark Mahaney, who is upgrading his Google rating to “buy” from “neutral,” despite his lack of enthusiasm for the $12.5 billion Motorola deal. On the bright side, he adds, if regulators approve the purchase next year, it will “still provide GOOG with patent support, & it’s an accretive deal.”

“Based on our supply chain channel checks in Asia led by Kevin Chang, Citi’s Taipei-based hardware research analyst, we believe an Amazon Smartphone will be launched in 4Q12. Based on our supply chain check, we believe FIH is now jointly developing the phone with Amazon. However, we believe that Amazon will pay NRE (non-recurring engineering fees) to FIH but the device and multiple components will actually be manufactured by Hon Hai’s TMS business group (the same business group that makes Amazon’s E-reader and the 8.9” Amazon tablet). We believe the smartphone will adopt Texas Instrument’s OMAP 4 processor and is very likely to adopt QCOM’s dual mode 6-series standalone baseband given QCOM has been a long-time baseband supplier for Amazon’s E-reader.”

Mahaney and his team guess that Amazon’s phone may cost it $150 to $170 to build, and it’s conceivable that the company will sell it for something close to that price: “For a normal brand like HTC, they need to price the product at US$243 to make 30% gross margin. If Amazon is actually willing to lose some money on the device, the price gap could be even bigger.”

Mahaney’s note doesn’t spell out that the phone will use Google’s Android operating system, but it suggests that will be the case by positing that Amazon will need to pay Microsoft an “OS royalty” — Microsoft has recently been able to extract royalty payments from other Android hardware partners.

But don’t expect Amazon to crack open the books to provide anything more concrete than that, even during the company’s third-quarter earnings report, being released tomorrow.

The Seattle-based e-commerce giant has yet to provide numbers on how well its lineup of Kindles is selling, and that’s not likely to change.

For the most part, Amazon doesn’t share these figures because it doesn’t have to. Piper Jaffray Analyst Gene Munster points out that the Kindle is a fairly small part of Amazon’s business and, according to his best guess, makes up only about 4 percent of revenues.

And if Amazon doesn’t have to disclose sales, why would it want to? The numbers would only tip off Apple and Barnes & Noble on how well its tablet business is doing.

But expect Amazon to be under increasing pressure to start divulging more information as the Kindle makes a greater impact on its bottom line.

Analyst Mark Mahaney of Citi largely expects the third and fourth quarters to be strong; however, his guidance is lower compared to the Street consensus because of the financial hit the Kindle Fire launch could have on earnings.

“There is the distinct possibility that an aggressive/successful Fire launch could materially negatively impact AMZN’s margins and EPS near-term,” he wrote in a note to investors.

He expects a profit of 19 cents a share on revenues of $10.8 billion. The Street’s consensus is a profit of 24 cents a share on revenues of $10.9 billion.

As an indication of how well the full lineup of Kindle devices is selling, the top seven bestsellers in Amazon’s electronics store are Kindles of different shapes and sizes.

The Kindle Fire, which ships Nov. 15, is the most expensive and has been in the top slot for the past 27 days. The next best-selling Kindle is the cheapest model, at $79.

J.P. Morgan is estimating that in the fourth quarter, Amazon could sell five million Fires.

But all those sales may not be the best of news.

The Kindle Fire could result in lower earnings because of its aggressive price point. At just $199, it costs less than half of Apple’s entry-level iPad, which makes it appealing to the mass audience. But Amazon could be losing about $50 per Fire, according to some estimates.

However, the lower margin could be offset by the company’s new “offers” business, which basically places advertising on the devices to subsidize the cost of the hardware.

For example, the Kindle Touch with Special Offers costs only $99, but if you want one without ads, it costs $40 more. The new Kindle, without a touchscreen, costs $109 — or $79 for the ad-subsidized model. It’s not clear at this time if the Fire will ship with offers or not.

The offers appear on the device’s screensaver and do not appear while reading the text of a book or at any other time. They are sold by both Amazon and LivingSocial, which is second to Groupon in the deals niche and backed by Amazon.

But now we’ll get Reed Hastings’s own report card, when Netflix announces its quarterly earnings this afternoon.

As Citigroup’s Mark Mahaney notes, the key numbers to look for aren’t the Q3 metrics — the company has already preannounced that its subscriber numbers are going to be lower than it initially thought — but its guidance for the rest of the year.

That’s where we’ll be able to see the impact of its many stumbles — the price hike, the broken Starz deal, Qwikster’s New Coke moment — or at least what Netflix thinks the impact will be. If Netflix subscribers are really bailing out — and not just threatening to do so on Hastings’s Facebook page — you should be able to see that reflected in its expectations for the next three months.

Remember that shortly after Netflix dropped its first bomb this summer — a 60 percent price hike for many of its customers — management predicted that it would suffer a subscriber blip in Q3, but would recover by Q4. Let’s see if they’ve hung on to that confidence.

Here are Mahaney’s best guesses for Netflix’s Q3 results and Q4 guidance, along with Wall Street’s estimates (click image to enlarge). I’ll be covering the results live at 4 pm ET.

Check out this engagement chart, courtesy of Citigroup’s Mark Mahaney. It’s a neat illustration of the Web 2.0 era, and does a nice job of explaining why Google is so freaked out about Facebook, and why AOL and Yahoo seem to be in eternal turnaround mode. (Note that just a couple of years ago, someone might have thought to include Myspace in here. Remember?)

By the end of the day’s trading, the restaurant booking site had regained some ground, closing down only eight percent, or $5.23 to $57.50 a share.

But at least one analyst called the market’s bluff, concluding that the purchase did not mean Google was interested in competing with OpenTable.

OpenTable currently accounts for 10 percent of all diners who end up being seated in a restaurant, while Google mostly gains customer reviews and surveys from Zagat.

“The risk here … is that this marks Google’s attempt to compete directly with OpenTable in the Restaurant Reservation segment. For now, we don’t believe it,” wrote Citigroup’s Mark Mahaney in a note to clients. “Although Google has thrown a few surprises by us recently, we see it as highly unlikely that Google would want to enter the salesforce-intensive/truck-roll/hardware & software-install Restaurant Reservation business.”

Mahaney also noted that there’s little risk that traffic to OpenTable will fall because of the deal.

Today, only five to 10 percent of all reservations come from third-party networks like Yelp, Google, Yahoo, Zagat, etc. OpenTable, for example, is the exclusive restaurant reservation service on Zagat. Another review site, UrbanSpoon, was purchased by IAC two years ago. IAC, which owns a very diverse portfolio of businesses, saw its stock sink 15 cents today to close at $39.53.

Citigroup reiterated its buy and said its current price target is $82 a share.

The purchase of Zagat is likely a bigger blow to Yelp, which is still seeking an exit of its own after turning down a half-billion-dollar offer from Google two years ago. The companies are not completely alike. Yelp has been fairly successful in gaining a very broad audience, especially since Zagat charges for many of its publications and mobile applications — a very un-Google approach.

Google said this morning that Zagat will work closely with its search and maps divisions, but it also would make sense for it to work closely with Google Offers, which is trying to be the local deals equivalent to Groupon.

The online restaurant reservations company said today it has appointed Duncan Robertson to the position of CFO. Robertson previously co-founded and served as CFO of SnapStick, a mobile app company. Prior to that, he was CFO of Aricent, a technology services company.

Three months ago, the company surprised Wall Street when its CFO Matthew Roberts was promoted to president and CEO and said Jeff Jordan, the president and CEO, would transition to executive chairman.

Jordan has since taken a job at Andreessen Horowitz, the large Silicon Valley VC firm.

When Jordan’s departure was announced, OpenTable’s stock fell $17 to $96. Today, the company’s stock continued spiraling downward, slipping another 9.5 percent, or $6.51 a share, to stop at $68.90 a share in after-hours trading.

OpenTable reported second-quarter revenues of $34.3 million, a 53 percent increase over the same period a year earlier. It was that figure that narrowly missed analyst expectations of $35.3 million, according to Thomson Reuters.

The company’s quarterly profits totaled $6.3 million, or 26 cents a share, up from $2.6 million or 11 cents a share in the second quarter 2010.

Despite executives playing musical chairs, Citi’s Internet Research Managing Director Mark Mahaney wrote in a note to investors that the company reported an “intrinsically robust” second quarter, and that revenues were only modestly below his estimates, whereas adjusted earnings per share of 33 cents beat expectations.

Other positive results:

• Its base of restaurants increased 27 percent to 15,560 year over year and diners seated totaled 22.2 million, a 47 percent increase in North America.
• Internationally, it saw even stronger growth, with its installed base of restaurants growing by 276 percent and seated diners up 249 percent year over year.

That disclosure sent the company’s stock tumbling nearly 10 percent after the market closed. But Reed Hastings and company don’t seem to be sweating.

The real surprise, they say, is that Netflix customers aren’t more upset.

“Believe it or not, the noise level was actually less than we expected, given a 60 percent price increase for some subscribers,” Hastings said on yesterday’s earnings call, answering a question about the outpouring of outrage on the Web. “We knew what we were getting into, we tried to be as straightforward as we could, and that has worked out very well for us.”

What Hastings isn’t saying out loud, but is saying via the financial guidance the company is offering: Chill out. Relax. We know what we’re doing.

Netflix told Wall Street that it expects to see as much as $829 million in revenue next quarter. But as Citigroup’s Mark Mahaney notes, the relatively modest subscriber projections Netflix is offering for the end of Q3 — 25 million in the U.S., 15 million of them still using DVDs — puts the company on track to do a $1 billion quarter. Which is what it suggests it will do in Q4, for the first time in its history.

Essentially, Hastings is betting that subscriber growth returns to normal levels in Q4 — whoever is really dissatisfied with the pricing will have already bailed, while new customers won’t notice the change. And then he’ll see a real benefit from the price hike, which will affect the majority of his customers — DVD use has peaked, the company says, but it’s not going away overnight.

It seems to me that the real risk for Hastings isn’t consumer reaction to his price increase, which he can probably forecast fairly effectively. Netflix prides itself on the deep data insights it can mine from its customers.

What he can’t predict is the way the Hollywood studios will behave as he attempts to license new content for his streaming service and renegotiate his Starz deal, which expires early next year. If those deals aren’t successful and Hastings can’t grow his catalog of movies and TV shows, then the price he’s offering won’t matter that much.

Some important metrics to pay attention to:
24.59 million U.S. subscribers, plus another 1 million in Canada. That’s in line with exepectations.
Projected subscribers in Q3: Up to 27 million, which is a little lighter than analysts were looking for.

Q3 revenue guidance: Up to $828 million, which will again disappoint Wall Street.
Q3 EPS guidance: From $0.72 to $1.07 per share, also lower than expectations.

Not surprisingly, shares are down initially, dropping more than 7 percent after hours.

Reed Hastings seems to indicate that some of the shortfall is because of its recent price hike, which is meant to push subscribers away from DVD rentals and toward streaming: “Because of the timing of the price change, revenues will only grow slightly on a sequential basis”.

Hastings does say that he won’t completely abandon DVDs, though, noting that he’ll start marketing the DVD-only service in the last three months of the year, “something we haven’t done for many quarters.” By the end of Q3, he says, Netflix will have 10 million streaming-only customers in the U.S., 3 million DVD-only customers, and another 12 million who will get both formats.

Netflix has pushed up the operating losses it expects to incur from international expansion this year from $70 million to $80 million; that’s the second time the company has bumped that number up.

Netflix also says it is not bidding on Hulu, but that’s no surprise.

As always, here’s Citigroup analyst Mark Mahaney’s “cheat sheet” so you can play along at home. Pay particular attention to subscription growth projections (click chart to enlarge).

The Netflix earnings call starts at 6pm eastern; I’ll be back then to listen in and will update if needed.

Tomorrow, Yahoo will announce its second-quarter earnings and, once again, Wall Street is expecting yet another meh performance from the Internet giant.

In his “cheat sheet” report, Citi analyst Mark Mahaney’s take is pretty typical of the sentiment of investors weary of waiting for a rebound in Yahoo’s growth.

“From $15, we believe YHOO shares have upwards bias,” wrote Mahaney, “but we don’t have real conviction.”

That’s become the unfortunate norm for Yahoo, whose management has continued to struggle with a variety of issues, from its ongoing talent drain to an unexpected and still unresolved fight with its main partner in China to the troubles in its search partnership with Microsoft to the overall lack of ability to turbocharge its advertising and other businesses as has been long promised.

While it is certainly not for lack of trying, the prospect of Yahoo CEO Carol Bartz wheeling out another series of excuses for the lack of turnaround and — something many have been looking for most of all — a clearer strategic vision for the company on the earnings call on Tuesday, will surely not produce a dulcet impact on its depressed shares.

The stock has continued to dip well below $15 a share, down almost six percent last week and 13 percent for the last six months.

That’s why some think that Yahoo’s interest in bidding for the Hulu premium video service, which is being sold by its media giant owners, might be just the bold and risky move to get the company centered around.

With the online video ad business growing and the need for Yahoo to focus its many ambitions, some think Hulu could be a key piece in becoming the “premier digital media company” that the Internet giant has recently taken to calling itself.

By doubling down on what Hulu represents — that would be the premium online video business — it’s a fast-growing category Yahoo’s large sales force would be well-suited for.

In addition, a purchase of Hulu could give Yahoo some much-needed talent in the arena, including its CEO Jason Kilar and others.

“Of all the buyers, Yahoo is the most in need of a purchase to change its paradigm,” said one observer. “If it could not pay too much, Hulu would give Yahoo some differentiating that it really needs.”

Of course, paying too much for Hulu is a key consideration mentioned by all who are looking at it, including Google, AT&T, Amazon and others.

How to determine the value of Hulu’s content licenses, both now and later — given that once those rights expire whoever owns Hulu will eventually have to compete in acquiring the often high-priced material from Hollywood — is the biggest question they are asking.

Is that worth $1 billion or $2 billion? Can a new owner keep up the momentum needed to successfully maintain the Hulu business well after those content rights expire? And, of course, which company would be best suited to accomplish this task?

Yahoo certainly has all the potential to be at the front of that line, despite being managed erratically for far too long. But — also as usual — there is the endless debate internally over whether buying it will fix problems.

Whatever happens, most agree that something dramatic needs to happen at Yahoo, rather than the continual story of flatness that has been coming out of the company for far too long.

And we’ll all see if that’s improved after the close of the market tomorrow, when Wall Street is expecting Yahoo to report revenue of $1.11 billion on earnings of 18 cents.

That’s a revenue decline of two percent, which is not great, especially considering Google’s strong performance last week. Then again, it’s better than the first quarter’s six percent drop in revenue for Yahoo.

Like I said: Meh.