Here’s the summary of what Tremor executives will be telling investors:

• Last year they lost $16.4 million on revenue of $105.2 million; the previous year, they lost $21 million on revenue of $90.3 million.
• During that same time period, gross margins improved from 35.2 percent to 41.7 percent.
• Its ads run on more than 500 websites and mobile apps.
• Big backers include Canaan Partners, which owns more than 19 percent of the company, as well as W Capital, Masthead Venture Partners, Meritech Capital, DFJ and General Catalyst.
• Tremor wants to raise at least $86 million, and plans to trade on the NYSE as TRMR.

Video industry officials expect that rival video ad nets YuMe and Adapt.tv may also go public this year; all of them will be looking to compete in a space dominated by Google’s YouTube, along with smaller players like Hulu.

Marin, which was founded in 2006 by CEO Christopher Lien, has not reported a profitable year. It had revenue of $42.5 million in the first nine months of 2012, up from $24.7 million for that period in 2011.

The company has raised about $100 million from backers including Benchmark Capital, DAG Ventures, Temasek Capital, Focus Ventures and Crosslink Ventures.

San Francisco-based Marin helps advertisers analyze and manage campaigns on Google, Baidu, Bing, Facebook and Yahoo. Customers cited in its filing include ModCloth, PriceGrabber and Razorfish.

Because of the range of data it sees, Marin can do things like provide analysis and forecasting for mobile click-through and conversion rates.

The IPO is being underwritten by Goldman Sachs, Deutsche Bank, UBS, Wells Fargo and Stiefel.

Of all the many tech maxims that exist, this is the one heard ad nauseum: “The future is in mobile.” In essence, it means that if your company doesn’t have a mobile device strategy, you aren’t doing it right.

Yet it was five months ago, on February 1, that the term rang truer than it ever had before. The wake-up call came from a line in Facebook’s freshly filed S-1, under the company’s risk factors section.

It stated that nearly half of Facebook’s 900-million-plus monthly active users visit the site via mobile devices, “although such usage,” the document reads, “does not currently directly generate any meaningful revenue.”

Facebook knows the writing is on the wall. And in order to prepare, Facebook is in the midst of a sweeping companywide shift to a “mobile first” strategy, with the marching orders trickling down from the very top tiers of management.

Chris Cox, VP of Product.

“We’re nearing a point where absolutely no one can present a new product concept without a mobile mock-up,” VP of Product Chris Cox told me during a recent interview — the first since the company’s IPO — at Facebook’s Menlo Park, Calif., headquarters. The mandate, Cox told me, comes straight from CEO Mark Zuckerberg himself.

It is a dramatic sea change for the social giant, a company that from its launch in 2004 rose to prominence on the backs of millions of PCs. Until relatively recently, emphasis was focused on the desktop interface, classically the primary portal for members to access the site. This made sense for years for virtually every successful Web site, given the limited browsing capabilities of early Internet-connected mobile phones like the BlackBerry or Palm devices.

In a way, it seemed Facebook had somewhat deprioritized mobile with its commitment to HTML5, a set of Web protocols championed by many tech giants — including Google and other big names — as the next evolution of the Web.

But as the years passed, smarter mobile devices proliferated, while the price floor sank on low-cost “feature phones” that spread across the globe. Asia, Africa and other developing countries could access Facebook via the cheaper devices. Simultaneously, the advent and subsequent rise of the iPhone and Android, coupled with cheap high-speed data connections, gave most of the developed world instantaneous access to any Web site at any time. And, no longer chained to our desktops, access we did.

So, as Facebook VP of Partnerships Dan Rose put it at a recent investor conference, Facebook’s “first pivot” is indeed going “mobile first.”

Staffer Shake-up

The shift comes with what seems a disconcerting omen: Not more than a month after Facebook went public, CTO Bret Taylor announced his planned departure from the company to go work on his own start-up. Admired among his peers in the valley, the loss of the high-profile executive who was charged with leading both Facebook’s mobile and platform efforts looks to be a blow for a company that aims to dive headlong into mobile.

Facebook’s exiting CTO Bret Taylor.

However, with a fresh shuffling of certain key high-level staff and a new management strategy, Taylor’s exit may not be as damaging to Facebook’s mobile prospects as one might think.

Two team members will step in to fill Taylor’s shoes immediately: Mike Vernal, a Facebook vet of four years responsible for work on Facebook Connect and Open Graph, will become head of platform; Cory Ondrejka, formerly of Linden Lab and an SVP at EMI, will lead mobile as director of engineering.

Rather than have one specific department that builds all mobile components, Facebook is taking a more decentralized approach, with each product division working on projects that have mobile components to them.

“Our Photos team actually built the Camera app,” Cox told me, referring to the standalone Facebook application that lets users browse through their friends’ photo streams. “Our Messages team actually built the Messenger app,” he said.

Facebook is also placing certain valuable members of its staff on high-priority projects. Last week, for instance, longtime Facebook product engineering manager Andrew Bosworth told me he was taking on a whole new set of responsibilities going forward, becoming acting head of Facebook’s mobile monetization efforts.

Andrew “Boz” Bosworth.

Bosworth — best known as “Boz” — has been with the company since 2006, and is responsible for creating News Feed, a number of early anti-abuse systems, and Facebook’s “Bootcamp” training program, a six-week crash course in company culture and logistics that all new engineers are required to take. He’s an important figure in the company; putting him in charge of making money from mobile is a definite statement that Facebook is focusing its top people on its biggest problem areas.

Even for those who aren’t top brass, there is significant room for internal movement among departments. Dirk Stoop, for instance, first started working for Facebook in the design and user-experience department, after his company Sofa was acquired in 2011. After working for a while under design director Kate Aronowitz, Stoop moved over to the Photos team full-time, eventually rising to become the lead product manager on the photo app, Camera.

The Future

It’s unclear what the first fruits of the newly realigned Facebook will be, though it’s a safe bet we’ll first see them in mobile improvements.

One long-overdue improvement still looms: An updated version of Facebook’s native smartphone apps. Despite being the most-installed application on smartphones the world around, Facebook’s current mobile iPhone and Android apps are embarrassingly sluggish and unresponsive, in dire need of a revamp.

Fortunately, I’ve heard that we’re not far from a refresh of Facebook’s iOS app, according to three people familiar with the project, which will bring an app that looks exactly the same, but responds exponentially faster than the current version.

Nick Bilton of the New York Times has played with the new app, and attests to this. Bilton says the soon-to-be-scrapped app was mostly built with HTML5 components — an approach strongly supported by Taylor — while the new app was written primarily in Objective-C, i.e. iOS’s native language. It’s indicative, again, of Facebook’s prioritization of mobile performance, optimizing the apps that people use all the time.

There’s also the looming integration of Instagram, the billion-dollar mobile app that Facebook is in the process of acquiring (after it clears the FTC, of course). Though the future of a post-acquisition Instagram is unclear, the 50-million-plus mobile photo users Facebook will add to its masses will be a big win for the company.

And, of course, there is “Buffy,” Facebook’s secret in-house project aimed at creating a proper Facebook phone. It’s unclear, now that Taylor is on his way out, who will spearhead that project.

Will all of Facebook’s new mobile shifting pay off? Lucky for us, we won’t have to speculate for long: The company’s first quarterly earnings call is slated for the end of the month.

(Lead photo courtesy of Da Pu Qiao/Flickr)

That brings the company’s highest valuation to just above $100 billion.

In all, Facebook will offer upward of 388 million shares — which includes an additional 50.6 million shares added Tuesday — raising $14.7 billion in the IPO.

Facebook also notes that while the company expected its recent acquisition of Instagram to close by the end of the second quarter, it now hopes to close the deal by the end of 2012. As reported last week by the Financial Times, the FTC launched a routine investigation looking into the acquisition, which would most likely delay the deal until well after Facebook’s initial estimated time frame.

Expect the official pricing to occur this Thursday, according to our sources, with $FB to debut on the Nasdaq exchange this Friday.

The amendment is small, yet highlights an important vulnerability in the company’s ads business. The company’s daily active users — or DAUs, in Facebook parlance — has grown fast over the past year. But the corresponding number of ads delivered isn’t matching the pace of the DAU growth. In strictly economic terms, that’s no bueno.

But as Facebook points out in its risk factors section, it’s all because of mobile. More than half of Facebook’s 900 million monthly active users (or MAUs) are accessing the site on a mobile device. But unlike its desktop ads business, the company has yet to truly monetize mobile. As Facebook writes in the S-1 update:

“Growth in use of Facebook through our mobile products, where our ability to monetize is unproven, as a substitute for use on personal computers may negatively affect our revenue and financial results.”

Mobile ad delivery isn’t a simple solution. Unlike a desktop computer, there’s only so much screen real estate one can utilize to deliver an ad on a smartphone. And Facebook has only just started rolling out targeted mobile ads.

But as Zuckerberg reminds us in his founder’s letter attached to the original S-1 filing, Facebook is in it for the long haul. The company “prioritizes user engagement over short-term financial results,” not willing to stay beholden to the almighty shareholder ire over the course of quarterly earnings calls.

So essentially, it’s a nuisance that Facebook isn’t worried about fixing in the short term, but is obligated to point out to its forthcoming slew of new investors as the company’s IPO approaches.

According to sources close to the situation, Facebook is anticipating getting approval from government regulators to officially distribute its S-1 public offering prospectus to investors within days, which would mean its road show could begin as early as next week.

As I reported back in January, the social networking giant is expected to go public in the second or third week of May, a timeline (get it?) which currently appears to be on track.

In addition — although some have speculated that its famous CEO and co-founder Mark Zuckerberg might not take a “hands-on” role in the high-profile process, having missed one pre-IPO meeting with Wall Street analysts and bankers (can you blame him?) — sources said he would be appearing before potential shareholders, and would be present at key meetings to help sell the company to them.

Of course, he will — although there was much speculation that the Silicon Valley superstar would bow out of any of the hubbub around the huge IPO, and that bankers were practically begging him to appear, sources said Zuckerberg is too key to all aspects of its business not to appear.

(No word as yet on whether he will don a tie, as he sometimes does, or if his usual hoodie will be Zuckerberg’s outfit of choice — although his sartorial choices on the road show are sure to get excessive media scrutiny.)

“Facebook is Mark Zuckerberg and Mark Zuckerberg is Facebook,” said one person with knowledge of the situation. “He’ll do his job as CEO, as he always does.”

Indeed, although he is often portrayed as shy and not a fan of the limelight, Zuckerberg has always stepped up — and rather enthusiastically — when a public appearance is needed, whether in times of trouble or touting for the eight-year-old company.

This is a touting-Facebook moment, of course, as it seeks to raise up to $10 billion in a blockbuster offering that could value the company at $75 billion or more. Filed in February, that will make it the biggest Internet IPO ever.

Also expected to play key roles in the road show are CFO David Ebersman and COO Sheryl Sandberg, as well as other top Facebook execs.

Whether they all can rev up the jets and get going on the road show depends on the Securities and Exchange Commission finally declaring Facebook’s preliminary prospectus of its business and finances “effective” or in legal compliance.

Facebook has updated the initial filing several times, with new financials as well as information about its purchase of photo-sharing site Instagram and its ever-nasty patent battle with Yahoo.

But, overall, the SEC process has been rather smooth for the company, and sources said it appears it will continue that way.

After the road show: A sales process in which investors ask their questions of management and then officially begin to place orders for Facebook stock.

Among the areas of likely concern are that Yahoo patent lawsuit and, most importantly, how Zuckerberg and others characterize the slowing of its explosive revenue growth in its most recent filing update.

Last week, Facebook said its revenue was $1.058 billion, up 46 percent for the year, but down 6 percent from the previous quarter. In the first quarter of 2012, its net income was $205 million, which was down from $233 million a year ago. The company attributed the decline to rising costs, including in marketing and in research.

After the road show, Facebook’s bankers will price the offering — which is widely expected to be massively oversubscribed — and then it will go public on the Nasdaq market, under the “FB” ticker.

The rest, as they say, will presumably be history — or, in fact, the future for Facebook in the public eye.

Essentially, Facebook’s ad revenues rose at the same rate as its usage numbers: Over the first three months of the years, its monthly active users rose by about a third, and so did its ad revenue.

Duh. Right? Basically. Except there are a couple points worth noting.

• Facebook says it hasn’t increased the number of ads it is showing users — presumably a temptation during the runup to an IPO.
• Overall, Facebook’s price per ad has stayed the same in the last year. But that’s only if you look at a worldwide average. In the U.S and Canada, the social network says it has raised prices. And in Europe, prices are down because of “continuing weak economic conditions in that region.” In Asia and the rest of the world, where Facebook is growing faster, prices are lower to begin with.
• Facebook also acknowledged, for the first time, that just like (almost) everybody else in the ad business, it sells more stuff at the end of the year. Ad revenue dropped 8 percent from the last quarter of 2011 to the first quarter of 2012. And it showed a similar drop the year before. (The exception to the seasonal drop? You guessed it: Google’s Q4 2011 number was just a touch lower than its Q1 2012 total.)

[Shutterstock/Anton Balazh]

Here is a relevant and juicy new detail about Facebook’s acquisition of photo-sharing start-up Instagram, which is buried deep in the new S-1 document the social networking giant just filed:

In April 2012, we entered into an agreement to acquire Instagram, Inc., which has built a mobile phone-based photo-sharing service, for approximately 23 million shares of our common stock and $300 million in cash. Following the closing of this acquisition, we plan to maintain Instagram’s products as independent mobile applications to enhance our photos product offerings and to enable users to increase their levels of mobile engagement and photo sharing. This acquisition is subject to customary closing conditions, including the expiration or early termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (HSR), and is currently expected to close in the second quarter of 2012. We have agreed to pay Instagram a $200 million termination fee if governmental authorities permanently enjoin or otherwise prevent the completion of the merger or if either party terminates the agreement after December 10, 2012.

That means in the deal, Facebook is valuing its share price at just under $31 a share or $77 billion for the whole tamale.

Facebook filed an updated version of its S-1 public offering document today, which included somewhat disappointing first-quarter financials.

In the new filing with the Securities and Exchange Commission, its fourth update for its upcoming public offering, the social networking giant’s revenue was $1.058 billion, up 46 percent for the year, but down six percent from the previous quarter.

In the first quarter of 2012, Facebook’s net income was $205 million, which was down from $233 million a year ago. The company attributed the decline to rising costs, including in marketing and in research.

Facebook also said its current share price was $30.89 each, which values the entire company at about $77 billion.

Some investors might worry about the latest results, which show a slowing in Facebook’s torrid growth. But Facebook said the quarterly decline was due to seasonality — it was flat in the same period a year ago.

As it noted in the document:

“We believe that our rates of user and revenue growth will decline over time. For example, our revenue grew 154% from 2009 to 2010, 88% from 2010 to 2011, and 45% from the first quarter of 2011 to the same period in 2012. Historically, our user growth has been a primary driver of growth in our revenue. We expect that our user growth and revenue growth rates will decline as the size of our active user base increases and as we achieve higher market penetration rates.”

Its audience, though, was still growing strongly: Facebook also said it had 532 million daily active users, up from 372 million a year ago and 483 million in December. Its monthly active users were up from 680 million last year to just over 900 million and up from 845 million from December.

Facebook also added an explicit figure for average revenue per user, which was $1.21, up six percent year over year. It also said the number of full-time employees grew 46 percent from last year to 3,539 at the end of March.

The last update to Facebook’s regulatory filing for its mid-May IPO was in late March. That one gave investors more information about a patent infringement lawsuit waged by Yahoo — Facebook noted its counter claim in the newest filing — and also its motion to dismiss Paul Ceglia’s legal attempt to garner half of the company. It then included more information about growing engagement by users of the social networking site.

Along with some other minor changes in the new document, Facebook noted, in news that was already known, that it would trade its stock on the Nasdaq market under the ticker symbol “FB.” It also said it had bought photo-sharing start-up Instagram, another piece of old news, and noted its just-struck patent deal with Microsoft.

One new detail about Instagram: Facebook forked over “approximately 23 million shares of our common stock and $300 million in cash” to buy it.

Also, said Facebook, in an interesting new section on its global business:

“In the first quarter of 2012, 50% of our revenue was generated by users in the United States and Canada, a decrease from 54% of our revenue for the first quarter of 2011, and in 2011, 52% of our revenue was generated by users in the United States and Canada, as compared to 58% in 2010, as we experienced more rapid revenue growth in markets such as Germany, Brazil, Australia, and India.”

Here is the whole updated file, if you want to peruse yourself:

4thfbs1update

The social networking giant has just added five more lead investment banks to its IPO from the original six, according to an updated filing. On top of that, Facebook added another 20 investment banks that will get a piece of the action.

The new members to the lead group are Citigroup, Credit Suisse, Deutsche Bank Securities, RBC Capital Markets, Wells Fargo Securities.

Read the rest of this post on the original site »

But how exactly does Facebook’s ad business work? We still don’t know a lot about that part.

The S-1 mentions “advertising” 123 times, and “advertisers” another 117 times. But when it comes to describing how the company actually sells advertising, it is vague.

We know that some of Facebook’s ads are sold via an automated self-serve system, and some are sold via sales teams working in 30 offices around the world. And we know that Facebook uses an auction system to price some of its inventory, and that it lets advertisers target users to some degree, based on their demographics and interests.

But Facebook doesn’t break any of that out in its filing. It simply has one big bucket labeled “advertising.” There’s no discussion of click-through rates, or the size of the average ad buy, or what percentage of ad buys come from repeat customers, or how “lumpy” its sales are.

The company does mention that last year revenue increased, in part because it served up 42 percent more ads, and in part because it was able to charge an average of 18 percent more for each ad it served. But it doesn’t get any more specific than that.

Not that we should expect much more in an S-1. When Google went public eight years ago, its description of its ad business was also pretty vague (here we note that Facebook is stocked with Google expats, starting at the top, with COO Sheryl Sandberg). But by the time of the Google IPO, lots of ad folks had a decent grip on AdWords, its one key offering.

Facebook doesn’t have an AdWords, but a mix of stuff that it is playing with. It admits that this is a work in progress: “Advertising on the social web is a significant market opportunity that is still emerging and evolving. We believe that most advertisers are still learning and experimenting with the best ways to leverage Facebook to create more social and valuable ads.”

Given that Facebook generated a crazy $3.15 billion in ad revenue last year, up from $764 million two years ago, that seems to be a pretty awesome experiment. But Facebook itself seems to think things will need to change.

That’s why, for instance, it is pushing the industry to measure its ads using “gross ratings points” — the same metric buyers use for TV — instead of “traditional” Web metrics like impressions and click-through rates.

And that’s why a good chunk of the S-1 talks about the overall market for advertising — not just Web advertising, but all advertising. The message: There is a lot of money being spent on ads, and as we get even bigger, and smarter, we’ll figure out how to capture more of it.

And at some point they may share some of that knowledge with the rest of us.

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One of the loudest critiques of Facebook is that it is a profit-motivated machine built by evil geeky people who have little regard for privacy and the world around them.

Facebook co-founder and CEO Mark Zuckerberg tried to dispel those characterizations in a long letter embedded in Facebook’s filing to go public today.

Zuckerberg, who argued that Facebook does not build things to make money, was in a bit of a pickle, because he was also trying to pitch Wall Street on Facebook being a good investment. Plus, many people don’t see the Facebook CEO as particularly sincere.

But Zuckerberg took the opportunity to talk — before Facebook has to bite its collective tongue during its mandated quiet period.

He argued that by not focusing on profits, Facebook is more useful and ultimately valuable. “We don’t build services to make money; we make money to build better services,” he said.

Zuckerberg also discussed Facebook’s global political goals, which is something he and the company have traditionally been reticent about. In the past, Facebook wasn’t sure it wanted to associate itself with the toppling of governments, and was much quieter about its usage as a force of democracy than similar services like Twitter.

In today’s filing, Zuckerberg wrote that he expects governments to be more accountable and people to be more empowered because of Facebook. The “power to share” brings out voices that can’t be ignored, he said.

He also attempted to explain Facebook’s corporate culture, which he called “The Hacker Way.”

As Zuckerberg described it, “Hackers believe that something can always be better, and that nothing is ever complete.”

Here’s the letter:

LETTER FROM MARK ZUCKERBERG

Facebook was not originally created to be a company. It was built to accomplish a social mission — to make the world more open and connected.

We think it’s important that everyone who invests in Facebook understands what this mission means to us, how we make decisions and why we do the things we do. I will try to outline our approach in this letter.

At Facebook, we’re inspired by technologies that have revolutionized how people spread and consume information. We often talk about inventions like the printing press and the television — by simply making communication more efficient, they led to a complete transformation of many important parts of society. They gave more people a voice. They encouraged progress. They changed the way society was organized. They brought us closer together.

Today, our society has reached another tipping point. We live at a moment when the majority of people in the world have access to the internet or mobile phones — the raw tools necessary to start sharing what they’re thinking, feeling and doing with whomever they want. Facebook aspires to build the services that give people the power to share and help them once again transform many of our core institutions and industries.

There is a huge need and a huge opportunity to get everyone in the world connected, to give everyone a voice and to help transform society for the future. The scale of the technology and infrastructure that must be built is unprecedented, and we believe this is the most important problem we can focus on.

We hope to strengthen how people relate to each other.

Even if our mission sounds big, it starts small — with the relationship between two people.

Personal relationships are the fundamental unit of our society. Relationships are how we discover new ideas, understand our world and ultimately derive long-term happiness.

At Facebook, we build tools to help people connect with the people they want and share what they want, and by doing this we are extending people’s capacity to build and maintain relationships.

People sharing more — even if just with their close friends or families — creates a more open culture and leads to a better understanding of the lives and perspectives of others. We believe that this creates a greater number of stronger relationships between people, and that it helps people get exposed to a greater number of diverse perspectives.

By helping people form these connections, we hope to rewire the way people spread and consume information. We think the world’s information infrastructure should resemble the social graph — a network built from the bottom up or peer-to-peer, rather than the monolithic, top-down structure that has existed to date. We also believe that giving people control over what they share is a fundamental principle of this rewiring.

We have already helped more than 800 million people map out more than 100 billion connections so far, and our goal is to help this rewiring accelerate.

We hope to improve how people connect to businesses and the economy.

We think a more open and connected world will help create a stronger economy with more authentic businesses that build better products and services.

As people share more, they have access to more opinions from the people they trust about the products and services they use. This makes it easier to discover the best products and improve the quality and efficiency of their lives.

One result of making it easier to find better products is that businesses will be rewarded for building better products — ones that are personalized and designed around people. We have found that products that are “social by design” tend to be more engaging than their traditional counterparts, and we look forward to seeing more of the world’s products move in this direction.

Our developer platform has already enabled hundreds of thousands of businesses to build higher-quality and more social products. We have seen disruptive new approaches in industries like games, music and news, and we expect to see similar disruption in more industries by new approaches that are social by design.

In addition to building better products, a more open world will also encourage businesses to engage with their customers directly and authentically. More than four million businesses have Pages on Facebook that they use to have a dialogue with their customers. We expect this trend to grow as well.

We hope to change how people relate to their governments and social institutions.

We believe building tools to help people share can bring a more honest and transparent dialogue around government that could lead to more direct empowerment of people, more accountability for officials and better solutions to some of the biggest problems of our time.

By giving people the power to share, we are starting to see people make their voices heard on a different scale from what has historically been possible. These voices will increase in number and volume. They cannot be ignored. Over time, we expect governments will become more responsive to issues and concerns raised directly by all their people rather than through intermediaries controlled by a select few.

Through this process, we believe that leaders will emerge across all countries who are pro-internet and fight for the rights of their people, including the right to share what they want and the right to access all information that people want to share with them.

Finally, as more of the economy moves towards higher-quality products that are personalized, we also expect to see the emergence of new services that are social by design to address the large worldwide problems we face in job creation, education and health care. We look forward to doing what we can to help this progress.

Our Mission and Our Business

As I said above, Facebook was not originally founded to be a company. We’ve always cared primarily about our social mission, the services we’re building and the people who use them. This is a different approach for a public company to take, so I want to explain why I think it works.

I started off by writing the first version of Facebook myself because it was something I wanted to exist. Since then, most of the ideas and code that have gone into Facebook have come from the great people we’ve attracted to our team.

Most great people care primarily about building and being a part of great things, but they also want to make money. Through the process of building a team — and also building a developer community, advertising market and investor base — I’ve developed a deep appreciation for how building a strong company with a strong economic engine and strong growth can be the best way to align many people to solve important problems.

Simply put: we don’t build services to make money; we make money to build better services.

And we think this is a good way to build something. These days I think more and more people want to use services from companies that believe in something beyond simply maximizing profits.

By focusing on our mission and building great services, we believe we will create the most value for our shareholders and partners over the long term — and this in turn will enable us to keep attracting the best people and building more great services. We don’t wake up in the morning with the primary goal of making money, but we understand that the best way to achieve our mission is to build a strong and valuable company.

This is how we think about our IPO as well. We’re going public for our employees and our investors. We made a commitment to them when we gave them equity that we’d work hard to make it worth a lot and make it liquid, and this IPO is fulfilling our commitment. As we become a public company, we’re making a similar commitment to our new investors and we will work just as hard to fulfill it.

The Hacker Way

As part of building a strong company, we work hard at making Facebook the best place for great people to have a big impact on the world and learn from other great people. We have cultivated a unique culture and management approach that we call the Hacker Way.

The word “hacker” has an unfairly negative connotation from being portrayed in the media as people who break into computers. In reality, hacking just means building something quickly or testing the boundaries of what can be done. Like most things, it can be used for good or bad, but the vast majority of hackers I’ve met tend to be idealistic people who want to have a positive impact on the world.

The Hacker Way is an approach to building that involves continuous improvement and iteration. Hackers believe that something can always be better, and that nothing is ever complete. They just have to go fix it — often in the face of people who say it’s impossible or are content with the status quo.

Hackers try to build the best services over the long term by quickly releasing and learning from smaller iterations rather than trying to get everything right all at once. To support this, we have built a testing framework that at any given time can try out thousands of versions of Facebook. We have the words “Done is better than perfect” painted on our walls to remind ourselves to always keep shipping.

Hacking is also an inherently hands-on and active discipline. Instead of debating for days whether a new idea is possible or what the best way to build something is, hackers would rather just prototype something and see what works. There’s a hacker mantra that you’ll hear a lot around Facebook offices: “Code wins arguments.”

Hacker culture is also extremely open and meritocratic. Hackers believe that the best idea and implementation should always win — not the person who is best at lobbying for an idea or the person who manages the most people.

To encourage this approach, every few months we have a hackathon, where everyone builds prototypes for new ideas they have. At the end, the whole team gets together and looks at everything that has been built. Many of our most successful products came out of hackathons, including Timeline, chat, video, our mobile development framework and some of our most important infrastructure like the HipHop compiler.

To make sure all our engineers share this approach, we require all new engineers — even managers whose primary job will not be to write code — to go through a program called Bootcamp where they learn our codebase, our tools and our approach. There are a lot of folks in the industry who manage engineers and don’t want to code themselves, but the type of hands-on people we’re looking for are willing and able to go through Bootcamp.

The examples above all relate to engineering, but we have distilled these principles into five core values for how we run Facebook:

Focus on Impact

If we want to have the biggest impact, the best way to do this is to make sure we always focus on solving the most important problems. It sounds simple, but we think most companies do this poorly and waste a lot of time. We expect everyone at Facebook to be good at finding the biggest problems to work on.

Move Fast

Moving fast enables us to build more things and learn faster. However, as most companies grow, they slow down too much because they’re more afraid of making mistakes than they are of losing opportunities by moving too slowly. We have a saying: “Move fast and break things.” The idea is that if you never break anything, you’re probably not moving fast enough.

Be Bold

Building great things means taking risks. This can be scary and prevents most companies from doing the bold things they should. However, in a world that’s changing so quickly, you’re guaranteed to fail if you don’t take any risks. We have another saying: “The riskiest thing is to take no risks.” We encourage everyone to make bold decisions, even if that means being wrong some of the time.

Be Open

We believe that a more open world is a better world because people with more information can make better decisions and have a greater impact. That goes for running our company as well. We work hard to make sure everyone at Facebook has access to as much information as possible about every part of the company so they can make the best decisions and have the greatest impact.

Build Social Value

Once again, Facebook exists to make the world more open and connected, and not just to build a company. We expect everyone at Facebook to focus every day on how to build real value for the world in everything they do.

Thanks for taking the time to read this letter. We believe that we have an opportunity to have an important impact on the world and build a lasting company in the process. I look forward to building something great together.

Facebook had 845 million monthly active users at the end of 2011, it said today when it filed to go public.

That’s an increase of 39 percent from 608 million active users at the end of the previous year.

With $3.71 billion in revenue spread across 2011’s users, that gives a rough total of $4.39 in revenue per user per year.

Some 483 million Facebook users visited the service daily in December 2011, which was up 48 percent year over year.

That’s a bunch of numbers to throw out at once, but you’ll note that Facebook daily user growth is outpacing monthly user growth — meaning the service is getting stickier.

In its early days, Facebook had given public user count milestones for at least every 50 million new users. In recent years those updates had stopped, with Facebook saying it wanted to focus more on engagement.

Today’s 845 million count is on track, but not necessarily ahead of projections based on Facebook’s previous public user count milestones. The last one was 800 million in September.

The chart pictured above comes from iCrossing, which recently estimated that Facebook would have one billion users as of August 2012 if current growth patterns continue.

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In a letter dated June 29, the SEC asked Groupon to clarify its accounting and informal remarks in its S-1 filing from June 2. The filing was amended multiple times before Groupon went public in November.

Back in June, the SEC found fault with Groupon extracting marketing costs from its income, saying it was “potentially misleading.”

The regulators also asked for a lot of schoolmarm-y tweaks. For instance, the SEC quotes Groupon’s statement, “Our customers and merchants are all we care about,” and asks the company to “Please balance the statements regarding the premise that your customers and merchants are all you care about with a discussion of your fiduciary duty to shareholders.”

Also made public this week were further SEC memos from this summer and fall that haggle over specific points.

Additionally, there are a couple of Groupon memos to the SEC regarding a crucial rally-the-troops internal email that was published here on AllThingsD.

Groupon argued with the SEC that Mason’s leaked email should not have been viewed as an offer to sell Groupon stock to investors, but rather “inadvertent dissemination to the public of the internal communication.” The company agreed to add the letter to its prospectus.

Here’s the first SEC letter from June, which gets into the meat of the regulators’ critique:

GRPN-20110630-UPLOAD-0

According to sources close to the situation, neither CEO Mark Pincus nor one of its principal venture shareholders, Kleiner Perkins, will be selling any shares in its upcoming initial public offering.

While big investors often divest stock in IPOs, not all do. It is a carefully watched number by investors, who are always wary of insiders who unload a lot of shares in an offering.

But such activity by the fast-growing San Francisco online gaming company will be watched carefully since Pincus has recently been painted in a number of press reports as the greedy Mr. Potter of Silicon Valley.

Among the allegations is that he runs a poisonously tough culture that tracks its employees’ output and performance via elaborate data models that require extraordinary amounts of work, along with nefarious list-making of who’s naughty and who’s not.

That big-brother behavior has reportedly included taking away high-ranking jobs and the sweet stock options that go along with them from those execs found wanting.

While there is no doubt Pincus is a hard-charging personality, his defenders note that it’s due to a belief that life at Zynga is a meritocracy and that his practices are not any more heavy-handed than those at other firms.

Indeed, Pincus has a lot of competition in the tough-guy tech CEO category from longtime legends such as Microsoft’s Bill Gates, who set the gold standard for mean, as well as Amazon’s Jeff Bezos and now Google CEO Larry Page.

Pincus does not even rate in this pantheon, which is more typical of tech companies than anyone would care to admit or, to be fair, care to care about. With big benefits, vast wealth and much latitude, many in tech don’t mind the grueling work schedules.

After all, it’s not exactly ditch-digging, now is it?

In any case, sources said the coverage has hit Zynga staff hard, as well as Pincus, who has not responded due to the IPO’s quiet period. That’s in contrast to Groupon, the daily-deals site whose own rough process was rife with highly negative stories about the company’s prospects.

While those media accounts were more aimed at the business itself and less personal, Groupon CEO Andrew Mason vociferously defended the company in a controversial letter that was then leaked and published (to me and by me!).

Pincus will doubtlessly have a lot to say to investors who ask about the company’s culture and its possible negative impact on attrition, as some stories have charged.

His decision not to sell, sources said, was inspired by Zynga investor and close friend Reid Hoffman, who has sold very little of the stock of LinkedIn, where he serves as chairman.

The action all begins next week, according to multiple reports, when Zynga takes its show on the road in preparation for an IPO that is expected to value the company at $15 to $20 billion and will take place before the new year.

It will debut under the ZNGA ticker on the Nasdaq market.

While some have been worried about Zynga’s future growth, its past performance has been a lot stronger than other Internet offerings. In the first nine months of the year, the company posted $828.9 million in revenue, double the amount from a year ago, with net income of $30.7 million.

Pincus’s holding onto shares will be seen as a plus, of course, although he has sold a large amount of stock in Zynga’s history.

According to its S-1 filing:

“From our inception in October 2007 to date, Mr. Pincus, our Chief Executive Officer, Chief Product Officer and the Chairman of our Board of Directors, has purchased an aggregate of 149,197,328 shares of our common stock. To date, Mr. Pincus has sold an aggregate of 43,629,310 shares of our common stock at prices ranging from $0.42 to $13.96.”

Pincus now holds 91.4 million of Class B shares, 16 percent of the total, as well as 20.5 million of Class C shares, 38 percent of that group. Kleiner holds 65.2 million shares, or 11.2 percent, of Class B shares.

Other big Zynga owners, who might or might not sell at the IPO, include Institutional Venture Partners, Union Square Ventures, Foundry Venture Capital and Avalon Ventures.

As I reported earlier today, social gaming giant Zynga has posted another filing with the Securities and Exchange Commission.

That includes Chief Business Officer Owen Van Natta stepping out of an operational role and forfeiting shares in the process. To be exact: That will be 4.6 million options and close to 800,000 restricted stock units.

All of the details are in his transition letter in Zynga’s massive new S-1, which is in exhibit 10.12 to the amendment filing.

I would start at page 119, but to summarize: Van Natta is keeping all the vested stock options and restricted stock units, currently more than two million stock options that are already vested and another 936,000 RSUs (Zynga calls them ZSUs) already vested. He also has another 750,000 shares that will continue to vest due to his board position.

But, because he is no longer an employee, he is forfeiting all his unvested employee stock options and RSUs. Although it does seem like a lot, this is typical in such cases.

I need to go to lunch, so just read it for yourself:

ZYNGAINC-20111117-S1A-0

According to multiple sources close to the situation, Groupon plans to conduct its road show for investors next week, starting either on Monday or Tuesday.

While the decision to move forward could still change, it comes amid continued criticism of the Chicago-based daily deals company, which has had one of the rougher IPO processes for an Internet company in recent memory.

Just yesterday, the New York Times took aim at Groupon and its Wall Street bankers, retreading over the same list of issues, including controversial accounting, a too-large payout to its founders and issues around its marketing costs.

In addition, the social buying service has had some management turnover, with two COOs departing.

Lastly, it has amended its S-1 filing several times, for a variety of reasons, including an email to employees by its CEO Andrew Mason that struck regulatory agencies as a bit blabby.

That said, the initiation of the road show — where company execs will pitch its business to possible shareholders — might be an indication that Groupon’s results have improved in its recent quarter.

In the last quarter, the company lost $102.7 million on revenue of $878 million.

Also of concern is the stock market itself. Groupon, like several Web IPO candidates, had delayed its offering due to turbulent conditions.

Now, sources said, the company will go public on the Nasdaq exchange soon after the road show is complete and after pricing by its bankers.

That valuation will also be under scrutiny. Some had previously estimated that Groupon would have an IPO of up to $25 billion. Now it could be half that, sources said.

Well, we will presumably soon see, as Groupon plans to proceed.

First off, let’s get this out of the way:

No, Groupon has no current plans to pull its IPO, nor has it considered it as yet, even though its delays — not uncommon — get copious negative press. Though it certainly might in the future.

Yes, the Chicago-based social buying service is still growing more strongly than most start-ups and is expected to become profitable on an operating basis within the next month.

No, the Groupon board has not discussed jacking its CEO and co-founder Andrew Mason — I get a tip email on this on a daily basis — but it will also not be hiring another COO to replace the second one it has lost in a year.

And, finally, yes sirree, many of the recent kerfuffles that Groupon has found itself in most certainly could have been better handled by Mason and that board, who have presided over one the rockier and more cloddish IPO rides in recent memory.

In fact, has there ever been a tech start-up that has attracted more negative attention from the media than Groupon?

Maybe Amazon back in the day when it was being called Amazon.bomb? Or perhaps the early years of Facebook, when questionable origins, executive shifts and constant privacy snafus created worry around the leadership of CEO and co-founder Mark Zuckerberg?

But, as it has turned out, both have paled in comparison to the trials and tribulations of Groupon, which came out of nowhere like some kind of Internet comet and now is being widely pilloried as a flash in the pan.

Whether that’s fair criticism or not will be up to investors as the company continues its march to a public offering, which sources close to the company say will not be pulled unless the markets tank drastically.

That’s despite three amended S-1 regulatory filings by Groupon that corrected controversial accounting treatments that the company was using.

One, called Adjusted Consolidated Segment Operating Income, or ACSOI, was attacked because it left out key marketing expenses. While Groupon said it was an important metric to judge the performance of various cities as they were rolled out, the Securities and Exchange Commission and many others thought it caused more confusion than clarity.

The other financial term under scrutiny: The naming of gross billings, which is what Groupon pays out to merchants, as gross revenues. No longer, with the latest amendment to its S-1 filing; Groupon becomes instead a net revenue reporter for its daily deals business.

The change reduced reported revenue for 2010 from $713.4 million to $312.9 million.

Also added in were parts of the controversial letter CEO Andrew Mason sent to employees — defending all of Groupon’s financial practices and disclosures — presumably to reassure them in the wake of all the bad press.

While it displayed a lot of Mason’s signature humorous bravado, the move felt to me more like someone frustrated with being asked by current and potential employees if he were the Internet version of Bernie Madoff.

That’s ridonkulous, of course.

But the aggressive accounting, quick change from using those controversial financial metrics and chaotic breakneck growth that makes the company look like a house on fire certainly creates a picture of drama at a time when calm is probably the image they would like to portray.

Of course, losing two COOs — first, former Yahoo Rob Solomon after a year and then former Googler Margo Georgiadis after less than six months — in a row cannot help but increase the pressure. (And it cannot help Groupon’s image that Georgiadis went back to an even better job at the search giant.)

Sources said the company has no plans to hire another one, instead empowering Mason’s direct reports such as its CFO and others.

That said, while sources inside the company spin this as no big deal and can roll out plausible excuses for the COO departures — which mostly center around the execs being a “bad fit” — such movements always create worry.

In fact, this also happened to Facebook in its earliest days, when it seemed like an executive revolving door. That’s changed, of course, with the social networking giant looking like the digital Rock of Gibraltar in comparison.

A rock that has not been in any hurry to go public, which Groupon did perhaps too early in June — just about when all this bad news starting piling up, after more than a year of praise from the very same media.

I suppose, you live by it and you, well, get smacked upside the head by it.

But not damaged enough to pull the IPO, as yet, that is. One of the many reasons for sticking for now — such a move would result in yet another firestorm for Groupon.

Said one person I spoke to: “It would not matter what anyone said, no one would believe the company was anything but in trouble.”

And then, of course, the real trouble would start.

We’ll see what happens next, of course.

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

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.

As CEO of IronPort, I wanted to be completely transparent with my entire team but my board of seasoned industry veterans was sharply opposed. They raised several serious issues: do you want to leak critical weaknesses to your competitors? Do you want to panic your employees? Do you want to completely reconstruct your culture when you go public? It was just a bad idea. However, the more that I thought about it, the more I believed that sharing absolutely everything would create massive advantages and that we should live with whatever consequences resulted.

So, after board meetings, we would assemble the company and go through every board slide. How much cash in the bank? What’s our burn rate? What are the biggest problems we are facing? Did we decide to build, buy or acquire a critical component? The first couple of go-rounds, there was dead silence. No questions — just heads nodding and a couple of blank stares. After some probing, we realized that people needed to feel comfortable speaking up, that it didn’t just come naturally. We brainstormed a bunch of different ways to get over this hurdle and here were some experiments that ultimately worked:

• We amped up the frequency of communication to all employees. Different members of the leadership team would send out weekly emails to all about customer trips, conferences attended, schedules slips and customer issues. These were written very off-the-cuff, informal and in the voice of the different leaders. I suppose we’d be all be tweeting or blogging these days.
• When an employee would reply to an email with a comment or question, we treated it like it came from a customer who deserved an immediate, detailed and thoughtful response.
• After the weekly staff meetings, we’d send out a summary of the decisions and issues to all of the directors/managers who would then share it with their teams.
• We emphasized “speaking up” as a core value at every opportunity. Our employee orientation, performance reviews and leadership training all emphasized everyone having an obligation to dissent.
• We would leave 30 minutes for questions after every all-hands meeting and then press, often uncomfortably, for no fewer than five questions from the group.

Over time, the benefits of transparency coupled with an emerging cultural norm of speaking up became more apparent:

I thought we would surface creative answers faster. When everyone had a clear understanding of the hard problems, their collective brains were on the table for parallel processing. The best information rarely sat with the senior executives but with the employees who were closest to the product and closest to the customers. And the best answers would often come from the most unlikely of places. For example, some of our most innovative features came from customer support reps identifying customers trying to use the product in ways it wasn’t intended.

Initially, it worked better than we expected. IronPort experienced zero voluntary turnover for the first three years. Because we let everyone’s head under the tent, we implicitly trusted them and it worked both ways. For instance, it wasn’t a shocker when we stopped hiring as we were raising money. Everyone knew exactly what was going on: we were running low on cash and had no idea how long the process would last.

Lastly, nobody was confused about what was important and people would point out any inconsistencies and solve them in the background. I remember standing up at a company meeting talking about how excited I was that IronPort anti-spam was working and we’d finally be able to drop our partner Brightmail. After the meeting, the accounts receivable clerk knocked on my door and said, “I thought you should know that two customers are withholding payment because IronPort anti-spam isn’t performing.” Oh crap. But much better to know about it and fix it than go on believing there wasn’t a problem.

As we were preparing to file our S-1, we hired a CFO with public company experience who insisted that we start “practicing” as a public company. Hmm — I knew that our level of transparency would have to change but what did that mean exactly? “You can’t tell everyone how we did this quarter at midnight quarter-end” and “You can’t go through all the board slides like that — too much sensitive information.” So, we started editing, putting shrouds on issues because we were afraid that the information would leak. I remember our first all-hands during the “practice” time. I felt muzzled and cautious, trying to strike a balance between our wonderful transparent culture and an intricate set of Sarbanes-Oxley rules. As it turned out, the practice was critical in working out the kinks. Here are a few things we did:

• Our CFO and I listened to dozens of public company earnings calls to get a sense for the dynamic and what information was typically shared. The best duos had the CFO as the play-by-play man and the CEO as the color commentator.
• We then staged mock earnings calls with the employees as the analysts asking the questions. This proved to be a very useful format for reining in my over-sharing and was instructive to the employees as they saw us struggle with what we could and couldn’t reveal.
• We prepared a mock earnings press release a few weeks after the quarter closed. This helped us practice keeping the numbers quiet, which was difficult because everyone wanted to know how we did at quarter-end.

Although we eventually opted for an acquisition by Cisco versus an IPO, I came to believe that our type of total transparency was a competitive weapon that applied primarily to private companies. In the end, my board members were right — we did have to limit what we shared with employees on the way to going public. That said, I believe it was much healthier to set the default to full disclosure while we were private. When you prepare for an IPO, it’s definitely a high-class problem to have to work backwards with concrete reasons to withhold information from the employees. And when that time comes, they totally understand.

Scott Weiss is a general partner at Andreessen Horowitz. He most recently was vice president and general manager of the security technology group for Cisco Systems. He also co-founded and was CEO of IronPort Systems, which was acquired by Cisco Systems for $830 million.

Facing a barrage of negative press about its upcoming IPO, Groupon CEO and co-founder Andrew Mason took up a pen to counter critics of the social buying service.

Especially under scrutiny has been the Chicago-based Groupon’s accounting of its finances — along with worries that its torrid growth is slowing — both of which Mason addressed in detail in a pugnacious email memo to his thousands of employees.

Specifically referencing a recent article speculating that the daily deals site was running out of money, Mason said, in part:

“While we’ve bitten our tongues and allowed insane accusations (like in the article above) to go unchallenged publicly, it’s important to me that you have the context necessary to brush this stuff off.”

Mason also took on the controversial ACSOI — or adjusted consolidated segment operating income — metric that Groupon used in its initial filing and later stepped back from.

“The reason we didn’t realize everyone in the world would hate ACSOI (no, it’s not the same reason we didn’t realize everyone in the world would hate our Superbowl ad), is that we think it actually does a pretty good job at describing our marketing expenses in a steady state — we just didn’t realize there would be so many skeptics,” wrote Mason.

Mason also took some aim at competitors, such as LivingSocial and Yelp, in the email.

As for the public offering, which is expected next month:

“If there’s a silver lining, it’s that we’re almost on the other side, and the negativity leaves us well-positioned to exceed expectations with an IPO baby that, having seen the ultrasound, I can promise you is not one of those uglies.”

Then again, that is exactly what a dad-to-be would say about his baby, whatever it looked like.

Mason, when asked about the memo, declined to comment.

There is a lot more than that, so here’s Mason’s full email for all you pencil pushers to peruse:

Dear Groupon,

This weekend, I did a Google News search on our company — my first in awhile. The first story that popped up was called The Fall of Groupon: Is the Daily Deals Site Running Out of Cash? I laughed when I read the headline (in the car by myself, weirdly). First — with this article, the degree to which we’re getting the shit kicked out of us in the press had finally crossed the threshold from “annoying” to “hilarious.” Second, I was struck by the irony — I had just finished a board meeting last Wednesday saying this to myself: I’ve never been more confident and excited about the future of our business.

I realize that this sounds like the kind of thing that CEOs say when they’re trying to pep people up. First of all — I’m all about not pepping people up. If you don’t believe me, just ask my fiancée, Jenny “why don’t you ever say anything nice about me” Gillespie. Want another example? Look at the magazine covers in our lobby, which are there to make you sad by reminding you of the impermanence of success.

I’m going to spend the rest of this email explaining why I’m so excited. You need some ammo to argue back against your blog-reading “friends” (silently argue in your mind, that is — you can’t actually say any of this yet), and I’ve been told that the “what have you ever done with your life that’s so great?” rebuttal isn’t working as well for you guys as it has for me.

While we’ve bitten our tongues and allowed insane accusations (like in the article above) to go unchallenged publicly, it’s important to me that you have the context necessary to brush this stuff off.

I’ll summarize my excitement with four points: 1) Growth in our core business is strong 2) Our investments in the future — businesses like Getaways & NOW — look great, 3) We are pulling away from competition, and 4) We’ve built a great team that I would pit against anyone. In other words, all the stuff that one would want to look good? It looks good.

Many of the long-term unknowns of our business are becoming known, and we like the answers. I will now elaborate in a level of financial detail that will give Jason Child a stomach ulcer.

1. GROWTH IN THE CORE BUSINESS

Thanks to a tremendous effort by our sales team, August in the U.S. is shaping up to be a pivotal month. It appears that will revenues grow by about 12% over last month (which is a lot), while we cut our marketing expenses by 20% in the same period.

Beyond their obvious goodness, these numbers are important because they answer one of the main criticisms thrown at us in the past few months, relating to a metric we put in the S-1 called ACSOI (adjusted consolidated segment operating income) to help people understand how we think about marketing expenses. The reason everyone in the world seems to hate ACSOI is that it makes us look magically profitable by subtracting a bunch of our customer acquisition marketing costs from our expenses. The reason we didn’t realize everyone in the world would hate ACSOI (no, it’s not the same reason we didn’t realize everyone in the world would hate our Superbowl ad), is that we think it actually does a pretty good job at describing our marketing expenses in a steady state –we just didn’t realize there would be so many skeptics. I think it’s worth going deep on this one more time — brace yourself.

Our internal forecast shows two different types of marketing: what I’ll call “normal marketing” — which is NOT excluded from ACSOI — and “customer acquisition marketing,” which is. The way Groupon spends on marketing is unique in three ways:

1. We are currently spending more than just about any company ever on marketing — in Q2, we spent nearly 20% of our net revenue on marketing, while a typical company spends less than 5%. Why do we spend so much? The simple answer is “because it works.” But thats only part of what makes our situation special.

2. Our marketing — at least the customer acquisition marketing that we remove from ACSOI — is designed to add people to our own long-term marketing channel — our daily email list. Once we have a customer’s email, we can continually market to them at no additional cost. Compare this to Johnson and Johnson, McDonald’s, or most other companies. If I’m a Johnson, and I’m trying to sell you a box of Band Aids, I have to keep spending money on commercials and magazine ads and stuff to remind you about how sweet Band Aids are, even after you’ve bought your first box. With Groupon, we just spend money one time to get you on our email list, and then every day we email you a reminder of the sweetness of our metaphorical Band Aid. There is no cost of reacquisition — that’s unusual (and we created ACSOI to point that out). If Johnson wanted to follow the Groupon strategy, he would have to start a free daily newspaper about bandages and then run Band Aid ads in it every day.

3. Eventually, we’ll ramp down marketing just as fast as we ramped it up, reducing the customer acquisition part of our marketing expenses (the piece that we remove in ACSOI) to nominal levels. We are spending a ton now because we’re acquiring as many subscribers as we can as quickly as we can. We aren’t paying attention to marketing budget (just marketing ROI) in the way a normal company would, because we know that even if we wanted to continue to spend at these levels, we would eventually run out of new subscribers to acquire. So our customer acquisition spend drops severely to reflect the fact that eventually we’ll run out of people we can add to our email list. We view this internally as a very large one-time expense and then our job forever after will be to continually convert these subscribers into customers and to make sure our customers keep buying from us. Ongoing, the normal marketing dollars we spend are not something we would remove from our internal calculation of ACSOI.

I tried my best to explain this simply, but it’s not lost on me that if you actually understood this, you probably had to read it three times. It’s not easy stuff. It’s much easier to assume that we’re goons. So people can be forgiven for being suspicious. In fact, feel a little bad about how downhearted the critics will be when we don’t turn out to be a Ponzi scheme — those are good impulses for journalists to have, and I hope our non-evil ways don’t destroy their spirits.

Anyway, there’s a reason that I just went on about ACSOI. One of the questions that skeptics ask is, “when you ramp down marketing, won’t revenues stop growing as well? Aren’t you just buying growth?” Over the past several months we’ve been consistently reducing our marketing spend and yet revenues are still increasing at a significant pace. In Q1 of this year, marketing represented 32.3% of our net revenues. By the end of Q2 it had fallen to 19.4%. And it has continued to fall over the past several months all because we’ve been investing in our own long-term marketing channel — our email list.

Internationally we see the same trends — marketing is down, but revenues are up — every country is either losing less or making more. Even in young markets like Korea, where we’re still making massive investments, we’re seeing unprecedented growth. We started building our Korean team this January, despite the presence of two competitors that were larger than any we’d previously battled from behind. Thanks to the brilliant execution of the Korean team, we are set to be the market leader within months. We’ve never had a country grow as fast as Korea!

What about our joint-venture with Tencent in China? Did you read the article that Gaopeng’s CEO has kidnapped the first born children of all our employees and is putting them to work building a laser beam he’ll use to slice the moon in half? It turns out that that one isn’t true either. China is definitely a different market, but every month we inch closer to profitability. As has been our strategy in launching other countries — Germany, France, and the UK, included — our China growth strategy was to hire quickly and manage out the bottom performers. So far, that strategy has improved our competitive position in China from #3,000 to #8. Will we one day reach the dominant status we enjoy in most (come on, Switzerland!) other countries? It’s too soon to tell, but there’s no question in my mind that we’re building a business that will be around for the long haul.

2. NEW BUSINESS LINES ARE BOOMING

Travel and Product are enormous opportunities. After only a few months, they’re already making up 20% of revenue in some countries. We sold $2M worth of mattresses in the UK — in one day! Groupon Getaways will do $10M in its first calendar month — which you might think is awesome, but we’re actually disappointed with those results because we know how much better we’ll be doing soon.

While there’s still a ton of work to do, Groupon Now! continues to see weekly double digit growth. The model works and I believe it will play a major part in the future of our global business as more merchants and customers join the marketplace.

3. WE ARE PULLING AWAY FROM COMPETITION

If there’s a question I’ve received from Groupon skeptics more than any other, it’s, “how will you fend off the competition — especially massive companies like Google and Facebook?” I could give a dozen reasons to bet on Groupon, but it’s impossible to predict the future or the actions of others. Well, now the sleeping giants have woken up — and the numbers are showing that what was proven true with literally thousands of other competitors is just as true with the incumbents of the Internet: it’s kind of hard to build a Groupon. And since anyone with an Internet connection can track the performance of our competitors, I can be more specific:

Google Offers is small and not growing. In the three markets where we compete, we are 450% of their size.

Yelp is small and not growing. In the 15 markets where we compete, our daily deals are 500% of their size.

Living Social’s U.S. local business is about 1/3rd our size in revenue (and smaller in GP) and has shrunk relative to us in the last several months. This, in part, appears to be driving them toward short-sighted tactics to buy revenue, like buying gift certificates from national retailers at full price and then paying out of their own pocket to give the appearance of a 50% off deal. Our marketing team has tested this tactic enough to know that it’s generally a bad idea, and not a profitable form of customer acquisition.

Facebook sales are harder to track, but are even less significant at present.

My point is not that our competitors will fail — some may actually develop sustainable businesses, or even grow — after all, local commerce is an enormous market. The real point is that our business is a lot harder to build than people realize and our scale creates competitive advantages that even the largest technology companies are having trouble penetrating. And with the launch of NOW, I suspect our competition will have an even harder time in light of the natural barriers to entry that are needed to build a real-time local deals marketplace.

4. OUR TEAM

This is the fluffiest of the four points, but maybe the most important — we’ve built a global team of hungry entrepreneurial operators and seasoned executives that rivals any team I know of. Almost every day, I find myself in a scenario where I silently think, “I can’t believe I got this person to work for me — that failure of judgement is perhaps their single flaw.”

I point out the team because while today the business is strong and it appears we must endure success for awhile longer (despite its impermanence), we will inevitably be challenged with issues we didn’t predict — and when that happens, the quality of our team will be a deciding factor in our ultimate long-term success.

FINAL THOUGHTS

I wrote this email because when I read some of the press this weekend, I realized a rational person could read this stuff and wrongly conclude that we’re in trouble. The irony is hopefully clear: We’ve never been stronger.

And while we’ve refrained from defending ourselves publicly, you’ve continued to create our best defense, with every department innovating new practices that are taking our business to the next level. Thanks for staying tough, determined, and agile throughout this process. For now we must patiently and silently endure a bit more public criticism as we prepare to birth this IPO baby — a breed for which there are no epidurals. If there’s a silver lining, it’s that we’re almost on the other side, and the negativity leaves us well-positioned to exceed expectations with an IPO baby that, having seen the ultrasound, I can promise you is not one of those uglies.

I’ve been as candid as possible — hope this sheds some light on things. Reply with your questions if anything remains unclear. Amidst all this, I hope you remember what we’re doing here — we are making history together. I guess you don’t get to build something that reshapes the local commerce ecosytem without getting a few bruises. I’m so proud of the work we’re doing, and I feel extraordinarily lucky to work on what I think is the best thing that’s happened to small businesses since the telephone We’ve invented something that is catalyzing millions of dollars of local commerce every single day in 45 countries and fills the lives of millions of customers with unforgettable experiences — it’s pretty remarkable.

Looking forward to getting this behind us!

Andrew

P.S.: I almost forgot to address the nonsense about us running out of money in the article above. If you apply the same logic used in the article, you’d have concluded long ago that companies like Amazon and Wal-Mart were running out of cash too. Both have often had payables far in excess of their cash. Finance geeks call this a working capital deficit. It’s normal, manageable and a lot of folks actually believe it’s good thing and would kill to get paid from their customers long before they have to pay their suppliers. We are generating cash, not losing it — we generated $25M in cash last quarter alone, adding to the $200M we had before. In other words, we’re doing the opposite of running out of money.

Speaking of “it looks good,” here is Conan O’Brien with a Tourette’s version of Mason’s new catchphrase:

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.