Growing Pains at Groupon

ISSUES IN ACCOUNTING EDUCATION
Vol. 29, No. 1

2014
pp. 229245
American Accounting Association

DOI: 10.2308/iace-50595
Growing Pains at Groupon

Saurav K. Dutta, Dennis H. Caplan, and David J. Marcinko
ABSTRACT: On November 4, 2011, Groupon Inc. went public with an initial market
capitalization of $13 billion. The business was formed a couple of years earlier as an
offshoot of The Point. The business grew rapidly and increased its reported revenue
from $14.5 million in 2009 to $1.6 billion in 2011. Soon after going public, prior to its
announcement of its first-quarter results, the companys auditors required Groupon to
disclose a material weakness in its internal controls over financial reporting that impacted
its disclosures on revenue and its estimation of returns.
This case uses Groupon to motivate discussion of financial reporting issues in ecommerce businesses. Specifically, the case focuses on (1) revenue recognition
practices for agency type e-commerce businesses, (2) accounting for sales with a right
of return for new products, and (3) use of alternative financial metrics to better convey
the intrinsic value of a business. The case requires students to critically read, analyze,
and apply authoritative accounting guidance, and to read and analyze communications
between the Securities and Exchange Commission (SEC) and the registrant.
Keywords: Groupon; revenue recognition; allowance for sales returns; e-commerce;

non-GAAP metrics.
GROWING PAINS AT GROUPON
s an undergraduate music major at Northwestern University, Andrew Mason eagerly

sought a version of rock music that would fuse punk with the Beatles and Cat Stevens.
Little did he imagine that within ten years he would be the CEO of one of historys fastestgrowing businesses. After Northwestern and faded dreams of rock stardom, Mason, a self-taught
computer programmer, was hired to write code by the Chicago firm InnerWorkings. InnerWorkings
was founded in 2001 by Eric Lefkofsky, who had built several businesses around call centers and
the Internet. In 2006, Lefkofsky became interested in an idea of Masons for a website that would
act as a social media platform to bring people together with a common interest in some problem
Saurav K. Dutta is an Associate Professor and Dennis H. Caplan is an Assistant Professor, both at University
at Albany, SUNY; and David J. Marcinko is an Associate Professor at Skidmore College.
We thank the editor, associate editor, and two reviewers for their helpful insights, comments, and suggestions. We also
acknowledge our accounting students who completed the case and provided us with valuable feedback.
Editors note: Accepted by William R. Pasewark
Published Online: August 2013
229
230
Dutta, Caplan, and Marcinko
most often some sort of social cause. Lefkofsky provided Mason with $1 million of capital to
develop the concept that became known as The Point.1
Virtually no one associated with The Point initially envisioned commercial aspirations for the
venture. In the fall of 2008, at the height of the financial crisis, ventures with little or no commercial
aspirations were in jeopardy. Lefkofsky and Mason faced a decision on how to proceed with The
Point. Lefkofsky seized on an idea proposed by a group of users of The Point. This group attempted
to identify a number of people who wanted to buy the same product, and then approach a seller for a
group discount. Mason had originally mentioned group-buying as one application of The Point, and
now Lefkofsky latched onto the concept and pursued it relentlessly. In response, Mason and his
employees began a side project that they named Groupon.
The business plan was relatively simple. Groupon offered vouchers via email to its subscriber
base that would provide discounts at local merchants. The vouchers were issued only after a critical
number of subscribers expressed interest. At that point, Groupon charged those subscribers for the
purchase and recorded the entire proceeds as revenue. Subsequently, when the subscriber redeemed
the voucher with the merchant, Groupon remitted a portion of the proceeds to the merchant and
retained the remainder. For example, a salon might offer a $100 hairstyling in exchange for a $50
Groupon voucher and agree to a 60-40 split of the price. Once a sufficient number of subscribers
agreed to the deal, Groupon sold the voucher for $50. After providing the service, the salon would
submit the voucher to Groupon and receive $30. Groupon would keep the remaining $20.
The idea took off with enthusiastic support from the local media in Chicago. By the end of
2008, it was clear to Lefkofsky and Mason that The Point would become Groupon. Understanding
that the key to competitive success would be a massive increase in scale, Lefkofsky pushed the
company to grow vigorously through quick expansion to many cities. Within a year, the new
company had 5,000 employees, and by 2012 had more than 10,000. The companys revenue
growth was also impressive. Beginning with $94,000 in 2008, revenue had grown to $713 million
in 2010. In the first quarter of 2011, the company nearly equaled its entire 2010 sales, reporting
revenue of $644 million, and total revenue for 2011 was $1.6 billion. Andrew Mason became a
media star, appearing on CNBC and The Today Show. In August of 2010, he appeared on the cover
of Forbes magazine, which touted Groupon as the fastest growing companyever.
The spectacular growth attracted more than media attention. Groupon quickly found itself
pursued by corporate suitors. By mid-2010, Yahoo! offered to purchase the company for a price
between $3 billion and $4 billionit was an offer that Mason, who had no wish to work at Yahoo!,
quickly turned down. Google then approached Groupon with an offer that would eventually grow to
nearly $6 billion. Groupon rejected Googles offer, as well. Faced with an ever-growing need for
cash, this decision left Mason and Lefkofsky with only one option: to take Groupon public. They
did so on November 4, 2011, at an IPO price of $20 per share, yielding a market capitalization of
$13 billion.
On the day of the IPO, the stock closed near its all-time high of $26 a share. It traded in the
range of $18 to $24 for several months following the IPO. The stock price then declined
precipitously after March 30, 2012, as shown in Figure 1, following the announcement of a material
weakness in internal controls, when Groupon announced that it planned:
to take additional measures to remediate the underlying causes of the material weakness,
primarily through the continued development and implementation of formal policies,
improved processes and documented procedures, as well as the continued hiring of
additional finance personnel. (Groupon 2012b, 23)
1
For additional background information on Groupon, see Steiner (2010), Carlson (2011), and Stone and
MacMillan (2011).
Issues in Accounting Education

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231
FIGURE 1
Groupons Stock Price Chart
REVENUE RECOGNITION
Sale of products to customers prior to purchase by the vendor/retailer is a common business
model for e-tailers such as Expedia and Priceline. These vendors provide a platform for exchange
of goods, but do not necessarily transact in those goods. When the customer makes a purchase
through an e-tailers platform or interface, the e-tailer takes the payment from the customer and
places an order with the supplier to send goods directly to the customer. At a later date, it remits a
payment to the supplier for the prearranged price. Like a traditional business, the e-tailer retains the
difference between the payment received from the customer and the payment it makes to the
supplier. However, unlike a traditional merchandiser, the e-tailer never takes possession of the
merchandise.
The manner in which these transactions are recorded has significant impact on the financial
statements. There are primarily two ways of recording the transaction: on a gross or net basis.
Under the gross method, the entire amount received from the customer is recorded as revenue, and a
corresponding cost of sales is recorded to account for the payment made to the supplier for the
merchandise. Under the net method, only the difference between what is received from the
customer and what is paid to the supplier is recorded as revenue. This is consistent with recognizing
that the vendor earns a commission on the sale. We illustrate the concept further with the use of an
example. Suppose an e-tailer sells an airline ticket to a customer for $1,000 online and remits $950
to the airline. The issue is how the e-tailer should journalize the two transactions: (1) the sale to the
customer, and (2) the payment to the airline. Under the gross method of recognizing revenue, on the
date of sale to the customer, the journal entry is:
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232
Cash
1,000
Revenue
1,000
Cost of Sales
950
Accounts Payable
950
When the company pays the airline, the corresponding journal entry is:
Accounts Payable
Cash
950
950
Under the net method of recording the transaction, the journal entry on the date of sale to the
customer is:
Cash
1,000
Accounts Payable
Revenue
950
50
And on the date of payment to the airline, the journal entry is identical to the gross method:
Accounts Payable
Cash
950
950
The differences between the gross and net methods of recording the transactions are:

Higher revenue is recorded under the gross method.

Higher cost of sales is recorded under the gross method.
However, gross profitthe excess of revenue over the cost of salesis the same under the two
methods; $50 in our example.
In its original S-1 filing with the SEC on June 2, 2011, Groupon noted in its footnote on
revenue recognition that, The Company records the gross amount it receives from Groupons,
excluding taxes where applicable, as the Company is the primary obligor in the transaction
(Groupon 2011a, F-11). In its response to the S-1, the SEC commented:
it is unclear to us why you believe the company is the primary obligor in the arrangement.
Please advise us, in detail, and provide us managements comprehensive analysis of its
revenue generating arrangements and explain the consideration given to each of the
indicators of gross reporting and each of the indicators of net reporting found in ASC 60545-45 . . . If, in fact, the company is the primary obligor, then explain to us why it is
appropriate for the company to recognize revenue prior to delivery of the underlying
product or service by the merchant to the customer. (SEC 2011a, 11)
In its response, Groupon reasserted that it was the primary obligor and, hence:
it recognizes revenue on a gross basis in accordance with ASC 605-45-45 based on its
assessment of the facts and circumstances of the arrangement. The purchase of a Groupon
voucher gives the Customer the option to purchase goods or services at a specified price in
the future. For instance, a Customer may pay $25 for a Groupon that entitles him or her to
$50 of merchandise or services at a Merchants store. However, it is important to note that
the Company is not selling the underlying goods or services, only the voucher to obtain
discounted goods or services. (Groupon 2011b, 31)
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233
TABLE 1
Abridged Income Statements for Groupon
2009
Income Statement Account
2010
Gross
Net
Gross
Net
$30.4 M
19.5 M
$14.5 M
4.4 M
$713.4 M
433.4 M
$312.9 M
32.5 M
Gross Margin
Marketing Expense
General and Admin. Expense
Other Expenses
10.9 M
4.6 M
7.5 M
10.1 M
4.9 M
6.4 M
280.0
263.2
233.9
203.2
Net Loss
Net Loss to common shareholders
EPS (Basic)
1.34 M
6.92 M
(0.04)
1.09 M
6.92 M
(0.04)
413.4 M
456.3 M
(2.66)
Revenue
Cost of Sales
M
M
M
M
280.4
284.3
213.3
203.2
M
M
M
M
420.1 M
456.3 M
(2.66)
This information was obtained from Groupons S-1 filing with the SEC on June 2, 2011, and the amended filing
(Amendment No. 4) on October 7, 2011.
The SEC followed up:

Considering your view that the Company, and not the merchant, is the primary obligor in
the Groupon transaction, please explain the terms and conditions included in the
Companys website that state Vouchers you purchase through our Site as a Groupon
account holder are special promotional offers that you purchase from participating
Merchants through our service and further that The Merchant is the issuer of the
voucher and is fully responsible for all goods and services it provides to you and why you
believe this is consistent with your view. (SEC 2011b, 4)
In response, Groupon contended:
the Company believes that, by virtue of the credit risk it bears and the Groupon Promise, it
is both a seller and an issuer of vouchers. The Company is the primary obligor when it
issues a Groupon voucher on behalf of a merchant, which in turn is solely responsible to
deliver goods or perform services. (Groupon 2011c, 2)
Although the Company provides the Groupon Promise, the Company does not accept any
other responsibility for the delivery of goods or services provided to a customer and has
never delivered the goods or services underlying a Groupon voucher to a customer on
behalf of a merchant or otherwise. (Groupon 2011c, 3)
However, in an amended S-1 filing on October 7, 2011, Groupon changed the related footnote on
revenue recognition to identify itself as the agent for the merchants. It noted:
we record as revenue the net amount we retain from the sale of Groupons after paying an
agreed upon percentage of the purchase price to the featured merchant excluding any
applicable taxes. Revenue is recorded on a net basis because we are acting as an agent of
the merchant in the transaction. (Groupon 2011d, 68)
The effect of this change in definition of revenue from gross to net on the income statement is
shown in Table 1. The first and third columns present the Income Statements for 2009 and 2010 as
originally reported on June 2, 2011, when revenue was reported on a gross basis. The second and
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234
the fourth columns present the Income Statements for 2009 and 2010 as amended in the October 7
filing, to reflect revenue recognition on a net basis.
Groupon further elaborated on the change in revenue recognition when it filed its first-quarter
10-Q on May 15, 2012. The company noted that it had to restate the Statements of Operations
filed with the SEC on June 2, 2011, to correct for an error in its presentation of revenue. It
explained the change as follows:
The Company restated its reporting of revenues from Groupons to be net of the amounts
related to merchant fees. Historically, the Company reported the gross amounts billed to its
subscribers as revenue . . . The effect of the correction resulted in a reduction of previously
reported revenues and corresponding reductions in cost of revenue in those periods. The
change in presentation had no effect on pre-tax loss, net loss or any per share amounts for
the period. (Groupon 2012c, 10)
The controversy over reporting revenue on a net versus gross basis is not new. This was a
much-debated issue in 1999, when the company in the center of the controversy was Priceline. In
the third quarter of 1999, Priceline reported revenue of $152 million. This amount included the full
price the customers paid to Priceline for hotel rooms, rental cars, airline tickets, and holiday
packages. However, much like travel agencies, Priceline retained only $18 million, a small portion
of the $152 million; the rest it remitted to the actual service providers, the hotels, the airlines, etc.
The revenue recognition issue was resolved in 2000, when Priceline reported only the commission
as revenue. During the same period, Pricelines stock decreased about 98 percent from April to
December 2000.
Subsequent to the Priceline revenue recognition controversy, the SEC issued Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements. This guidance specifically required
firms to report revenue on a net basis when the firm acts as an agent or broker without assuming the
risks of ownership of the goods or the risk of default on payment. Concurrently, the SEC directed
the Financial Accounting Standards Board (FASB) to explore the issue. In July 2000, the Emerging
Issues Task Force (EITF) of the FASB reached a consensus on Issue No. 99-19. The FASB
affirmed the guidance of EITF 99-19 in ASC Section 605, Revenue Recognition.2
Although net income is generally not affected by the use of gross versus net revenues, the issue
is important because revenue itself is a critical component in the financial statements, and revenue is
materially affected by the choice. ASC Section 605-45-45 (FASB 2012b) identifies indicators
supporting the use of gross revenue rather than net revenue. Two of these indicators, credit risk and
inventory risk, can be assessed for Groupon from its balance sheet and related footnote disclosures.
These are reproduced in Table 2 from Groupons original S-1 filing on June 2, 2011 (Groupon
2011a, F-4, F-9).
SALES WITH A RIGHT OF RETURN
Companies that provide a right of return to customers are required to establish an allowance for
sales returns if the amount is material. A merchandiser satisfies its obligations when it provides the
product to the customer and, hence, can recognize revenue for the amount of sale. However, if the
possibility exists that the customer could return the merchandise for a full or partial refund, the
company is required to create a reserve for such occurrences. The amount to be reserved is based on
past experience with returns and management estimates of future trends. When historical data do
not exist and estimation of future returns is not possible, recognition of revenue must be deferred
2
See Phillips, Luehlfing, and Daily (2001) for a discussion of SAB No. 101 and EITF 99-19.

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TABLE 2
Groupon Selected Disclosures
Balance Sheet Excerpts (in 000s)
December 31
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Deferred income taxes, non-current
Other non-current assets
Total Assets
2009
2010
$12,313
601
1,293
$118,833
42,407
12,615
14,207
274
239
242
173,855
16,490
132,038
40,775
14,544
3,868
$14,962
$381,570
Footnote Disclosure of Accounts Receivable, net:

Accounts receivable primarily represent the net cash due from the companys credit card and other payment
processors for cleared transactions. The carrying amount of the companys receivables is reduced by an
allowance for doubtful accounts that reflects managements best estimate of amounts that will not be
collected. The allowance is based on historical loss experience and any specific risks identified in
collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it
is determined that the receivable is uncollectible. The companys allowance for doubtful accounts at
December 31, 2009, and 2010 was $0 and less than $0.1 million, respectively. The corresponding bad debt
expense for the years ended December 31, 2008, 2009, and 2010 was $0, $0, and less than $0.1 million,
respectively (Groupon 2011a, F-9).
until the right of return has expired (FASB 2012a, ASC 605-15-25). Until then, any cash received
should be accounted for as unearned revenue, a liability.
Groupons business plan entails selling coupons for a product or service, and collecting cash
prior to the merchant providing the product or service. That is, customers pay up front for a coupon
for services or goods, and can redeem the coupon within the next six months. Moreover, the
product is provided by a separate merchant, independent of Groupon. To entice customers to
transact with Groupon, rather than directly with the vendor, Groupon features a generous right of
return for its subscribers at least on par with the vendors own right of return. The return policy is
featured prominently on the companys website. Since Groupon does not directly provide the
service, it guarantees the quality of services/goods on behalf of the vendor. Furthermore, since
customers pay cash to Groupon while receiving services/goods from the vendor, customers expect
cash-back from Groupon should they be dissatisfied. Groupon summarizes its policy as The
Groupon Promise, which states simply: If Groupon ever lets you down, we will return your
purchasesimple as that. In addition, it allows for full or partial refunds in the following
situations:

If a business closes permanently;

Any unredeemed Groupon can be returned for a full refund within seven days of purchase;

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In other cases, unredeemed Groupons are evaluated on a case-by-case basis;

After the expiration date, the Groupon is still worth the amount paid, which never expires.
In reviewing Groupons initial S-1 filing, the SEC noted:

It appears that the Groupon Promise is unconditional. In light of your rapid growth and
entry into new markets, explain to us why you believe the amount of future refunds is
reasonably estimable. (SEC 2011a, 11)
While acknowledging its rapidly growing and expanding markets, Groupon defended its ability to
reasonably estimate returns:
as the Company deals with more and more merchants, it does not believe the
characteristics of its merchants within a geographical region differ from one another
such that it would materially affect the Companys estimates. (Groupon 2011b, 35)
As Groupon expanded to other markets, its product diversity increased from small-ticket items
such as restaurant meals and salon services to high-ticket items such as international vacations and
expensive medical services. Entering new markets with little or no historical experience, it became
increasingly difficult for Groupon to estimate customer returns. In early 2012, Groupons internal
accountants discovered that the amount of customer refunds in January exceeded all previous
models Groupon had constructed to predict customer behavior. One example was a large number of
refund requests for a deal involving Lasik eye surgery. Interestingly, many consumers that
purchased the Groupon for eye surgery did not realize that they had to be in good physical
condition to undergo surgical procedures. Hence, when these subscribers were deemed unfit to
undergo the surgical procedure, they returned their purchase to Groupon and asked for a refund.
However, Groupon had already recorded the sale and reported the revenue in the previous quarter
without having made an adequate provision for returns.
The high level of refund activity was significantly correlated with high price-point deals that
the company had only begun offering in 2011. These circumstances led to yet another financial
restatement by the young company. The revision to previously reported financial results for the
fourth quarter of 2011 was announced in the press release reproduced below:
Groupon, Inc. (NASDAQ: GRPN) today announced a revision of its reported financial
results for its fourth quarter and year ended December 31, 2011 . . . The revisions are
primarily related to an increase to the Companys refund reserve accrual to reflect a shift in
the Companys fourth quarter deal mix and higher price point offers, which have higher
refund rates. The revisions have an impact on both revenue and cost of revenue. (Groupon
2012a)
The press release also noted:
The revisions resulted in a reduction to fourth quarter 2011 revenue of $14.3 million. The
revisions also resulted in an increase to fourth quarter operating expenses that reduced
operating income by $30.0 million, net income by $22.6 million, and earnings per share by
$0.04 . . . There is no change to Groupons previously reported operating cash flow of
$169.1 million for the fourth quarter 2011 and $290.5 million for the full year 2011.
(Groupon 2012a)
Retroactively, Groupon adjusted its refund reserve, which is a liability for estimated costs to
provide refunds that are not recoverable from merchants. The reserve amount as of December 31,
2011 was $67.45 million, and on March 31, 2012 had increased to $81.56 million. The increase of
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237
$14.1 million in the balance of this account signifies the excess of accrued expense over actual cash
disbursements due to customer refunds.
By its decision to go public, Groupon imposed upon itself the requirements of Section 404 of
the Sarbanes-Oxley Act, which requires the companys auditors to report annually on the
effectiveness of the companys internal controls. The SEC permits a company going public to wait
until its second 10-K to comply with this requirement. When preparing for its initial Section 404
audit as required for the year ending December 31, 2012, Groupon and its auditors identified and
reported this material weakness in its 2011 10-K. The need to restate the refund reserve was
attributed to a material weakness in Groupons internal controls over its financial statement close
process (Groupon 2012a).
ACSOI: AN ALTERNATIVE FINANCIAL METRIC
As a private company, Groupon relied upon a non-GAAP measure of company performance
called Adjusted Consolidated Segment Operating Income (ACSOI). This metric was related, but
not identical, to the commonly used non-GAAP metric Earnings before Interest, Taxes,
Depreciation, and Amortization (EBITDA). While ACSOI included all of the revenues, it excluded
some common expenses, including: marketing expenses, acquisition-related costs, stock
compensation costs, interest, and tax expenses. ACSOI is even more aggressive than EBITDA
because it ignores some significant expenses related to Groupons business.
In its initial S-1 filing with the SEC, Groupon appeared more profitable under ACSOI than
under the GAAP metrics of net income and operating income. While on a GAAP basis, the
company lost $413.4 million for 2010 and $113.9 million in the first three months of 2011, the
ACSOI measures were a positive $60.6 million and $81.6 million, respectively. The difference was
in large part due to excluding from ACSOI online marketing costs to attract new customers. In its
response to Groupons initial S-1 filing, the SEC commented:
We note your use of the non-GAAP measure Adjusted Consolidated Segment Operating
Income, which excludes, among other items, online marketing expense. It appears that
online marketing expense is a normal, recurring operating cash expenditure of the
company. (SEC 2011a, 4)
In its response, the company provided the following rationale for excluding marketing expenses
from this metric:
The Companys management utilizes Adjusted CSOI internally as a measure to assess the
performance of the business . . . In utilizing Adjusted CSOI as a performance measure,
management does not rely on the non-recurring, infrequent or unusual nature of online
marketing expense. It focuses instead on the fact that such expenses are almost entirely
discretionary and incurred primarily to acquire new subscribers. (Groupon 2011b, 11)
EPILOGUE
In a letter to Groupon employees in early March 2013, CEO Andrew Mason wrote:
After four and a half intense and wonderful years as CEO of Groupon, Ive decided that
Id like to spend more time with my family. Just kiddingI was fired today. If youre
wondering why . . . you havent been paying attention. From controversial metrics in our
S-1 to our material weakness to two quarters of missing our own expectations and a stock
price thats hovering around one quarter of our listing price, the events of the last year and
a half speak for themselves. As CEO, I am accountable. (Washingtonpost.com 2013)
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CASE REQUIREMENTS
1. Compare and contrast the business model of Groupon with the business models of
Amazon and Wal-Mart. Referring to the risk factors in the MD&A sections of their 10-Ks,
compare significant risks and opportunities across these companies. How do these business
risks translate to risks in financial reporting?
2. Revenue and revenue growth are more important than income and income growth for
new businesses, especially in the new-age economy. Do you agree with this statement?
Support your opinion by analyzing the relationship between Amazons revenue, income,
and its stock price from 1997 to 2010.
3. Using the data provided in Table 1, prepare common size income statements using
revenues and cost-of-goods-sold in the original S-1 and amended S-1. Analyze trends of
expenses as a percentage of revenue for 2009 and 2010. Compare and contrast the
following ratios:
a. Gross Margin Percentage;
b. Asset Turnover Ratio.
4. In the months leading up to Groupons IPO, the SEC posed a number of questions
regarding Groupons choice of accounting principles for revenue recognition. Specifically,
the SEC referred to the requirements in FASBs ASC 605-45-45.
a. Compare the amount of revenue reported in the original and amended S-1s. What
caused the difference?
b. Which of the two amounts do you think Groupon preferred? Why did they prefer it?
c. In correspondence with the SEC following its initial S-1 filing, how did Groupon justify
its method of reporting revenue?
d. With reference to ASC 605-45-45, which of Groupons arguments were weak, and why?
5. Groupon had recognized revenue for the sale of high-ticket items in late 2011. Purchasers
of the Groupons have a right of return, as specified in the Groupon Promise,
prominently featured on its website.
a. Assess the U.S. GAAP requirement for recognition of revenue when right of return exists,
specified in ASC Section 605-15-25, in the context of Groupons business model.
b. Do you agree with Groupons accounting? Why or why not?
c. What could Groupon have done differently, and how would the financial statements
have been affected?
6. Groupons restatement of 2011 fourth-quarter financials resulted in a reduction of $14.3
million of revenues and a decrease of $30 million of operating income. However, its
operating cash flow was unaffected. Explain how this is possible.
7. The refund reserve amount for Groupon as of December 31, 2011, was $67.45 million, and
on March 31, 2012, had increased to $81.56 million. Assume that the accrued expense for
refund reserve was $100 million for the first quarter of 2012.
a. How much refund was issued in 2012?
b. Explain why the expense recorded in the first quarter does not equal the amount paid
during the quarter.
8. In its initial S-1 filing, Groupon presented a non-GAAP performance metric called ACSOI.
It was subsequently removed after the SEC objected.
a. Why did the SEC question the inclusion of ACSOI in Groupons financial statements?
b. Non-GAAP metrics are common in some industries. These include: Value-at-Risk in
the financial sector, same-store-sales in retail, revenue-passenger-miles for airlines, and
order-backlog in the semiconductor industry. Explain two of these metrics and assess
their value to financial statement users.
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239
c. While the SEC allows the reporting of metrics identified in (b), it did question the use of
ACSOI. What differences between the acceptable non-GAAP metrics in (b) and ACSOI
were of concern to the SEC?
d. Do you agree with Groupons contention that discretionary expenses, such as
subscription acquisition costs, should be excluded from the financial measures of a
companys performance?
9. Groupons management needed significant cash to fund its growth. It had three options:
(A) seek private investment, (B) sell the company to Yahoo! or Google, or (C) go public.
a. Contrast the financial reporting challenges across the three options.
b. In March 2012, Groupons auditors noted a material weakness in the companys
internal controls related to deficiencies in the financial statement close process.
Would this disclosure have been made if Groupon had chosen options (A) or (B)?
10. In your opinion, do the problems with Groupons choice of accounting methods, use of a
non-GAAP metric, and material weakness in its internal control reflect a lack of
management experience or a lack of management integrity?
REFERENCES
Carlson, N. 2011. Inside Groupon: The truth about the worlds most controversial company. Business Insider
(October 31). Available at: http://www.businessinsider.com/inside-groupon-the-truth-about-the-worldsmost-controversial-company-2011-10
Financial Accounting Standards Board (FASB). 2012a. Revenue Recognition: ProductsRecognition.
Accounting Standards Codification (ASC) Section 605-15-25. Norwalk, CT: FASB.
Financial Accounting Standards Board (FASB). 2012b. Revenue Recognition: Principal Agent ConsiderationsOther Presentation Matters. ASC Section 605-45-45. Norwalk, CT: FASB.
Groupon. 2011a. Form S-1: Registration Statement under the Securities Act of 1933. Filed with the SEC on
June 2. Washington, DC: Government Printing Office.
Groupon. 2011b. Letter to SEC dated July 14. Available at: http://www.sec.gov/Archives/edgar/data/1490281/
000104746911006336/0001047469-11-006336-index.htm
Groupon. 2011c. Letter to SEC dated August 29. Available at: http://www.sec.gov/Archives/edgar/data/
1490281/000104746911007725/0001047469-11-007725-index.htm
Groupon. 2011d. Amendment No. 4 to Form S-1: Registration Statement under the Securities Act of 1933.
Filed with the SEC on October 7. Washington, DC: Government Printing Office.
Groupon. 2012a. Groupon Announces Revised Fourth Quarter and Full Year 2011 Results, Confirms First
Quarter Guidance (March 30). Press Release. Available at: http://investor.groupon.com/releasedetail.
cfm?releaseid660861
Groupon. 2012b. Form 10-K. Filed with the SEC on March 30. Washington, DC: Government Printing Office.
Groupon. 2012c. Form 10-Q. Filed with the SEC on May 15. Washington, DC: Government Printing Office.
Phillips, T. J., Jr., M. S. Luehlfing, and C. M. Daily. 2001. The right way to recognize revenue. Journal of
Accountancy 191 (6): 3946.
Securities and Exchange Commission (SEC). 2011a. SEC-generated letter dated June 29. Available at: http://
www.sec.gov/Archives/edgar/data/1490281/000000000011039811/0000000000-11-039811-index.htm.
Securities and Exchange Commission (SEC). 2011b. SEC-generated letter dated August 19. Available at:
http://www.sec.gov/Archives/edgar/data/1490281/000000000011050412/0000000000-11-050412index.htm.
Steiner, C. 2010. The next web phenom. Forbes 186 (3): 5862.
Stone, B., and D. MacMillan. 2011. Are four words worth $25 billion? Bloomberg Businessweek 4221 (March
21): 7075.
Washingtonpost.com. 2013. Groupons CEO writes the best resignation letter ever (March 1). Available at:
http://www.washingtonpost.com/blogs/wonkblog/wp/2013/03/01/groupons-ceo-writes-the-bestresignation-letter-ever/

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240
CASE LEARNING OBJECTIVES AND IMPLEMENTATION GUIDANCE

Growing Pains at Groupon enables students to gain a better understanding of financial
reporting in the context of an e-commerce business. Students will apply GAAP to determine
whether revenue should be reported gross as a principal or net as an agent, and how revenue should
be reported when a right of return exists.3 These two issues are particularly interesting in the context
in which Groupon operates because of the prevalence of agency relationships among companies
engaged in e-commerce. Students will also evaluate the use of non-GAAP metrics to measure
enterprise performance.
The case is designed to take advantage of current consumer enthusiasm for Groupon, thereby
providing a pedagogical vehicle that generates student interest. It allows instructors to demonstrate
the increased financial reporting responsibilities and scrutiny that a company experiences when
going public, relative to operating as a private company. The case takes advantage of the significant
volume of correspondence between the SEC and Groupon in the months leading up to the initial
public offering.4 At the instructors discretion, students can be required to research this
correspondence, as well as the FASBs Accounting Standards Codification, to arrive at conclusions
regarding the financial reporting issues.5
In order to successfully complete the case, students must have a solid grasp of basic accounting
knowledge, an understanding of the relationships among the various components of the financial
statements, and awareness of authoritative guidance on revenue recognition. The case also requires
analytical and written communication skills, as well as the ability to conduct basic accounting
research.
Learning Objectives
Specific learning objectives are as follows:
LO 1: Students will demonstrate an ability to identify business risks and opportunities and
related accounting issues in a new and unfamiliar business model.
LO 2: Students will determine the relevant provisions of complex and technical accounting
standards, and critically examine the appropriateness of a companys financial accounting
choices regarding revenue recognition and recording sales with a right of return. They will
assess the impact of those choices on various elements of the financial statements.
LO 3: Students will analyze the usefulness of non-GAAP metrics to evaluate business
performance and consider the appropriateness of their disclosure subject to SEC
Regulation G.
LO 4: Students will gain an appreciation of the regulatory scrutiny applied to the financial
reporting choices of companies going public.
3
Earlier teaching cases on revenue recognition include Alford, DiMattia, Hill, and Stevens (2011), Swain, Allen,
Cottrell, and Pexton (2002), DAquila and Capriotti (2011), and Arnold, Lampe, and Sutton (1997). Alford et al.
(2011) present four fictional mini-cases dealing with revenue reporting issues, one of which is gross versus net
reporting in a telecommunications company. Swain et al. (2002), based on a fictional e-commerce company, rely
on guidance regarding gross versus net reporting from EITF 99-19, which is similar to, but predates, the
Accounting Standards Codification. DAquila and Capriotti (2011) address sales with a right of return in a realworld auditing context focused on financial reporting fraud. Arnold et al. (1997) use sales with a right of return to
illustrate the use of an accounting database.
Other cases that direct students to SEC communications include Seipp, Kinsella, and Lindberg (2011) and
DAquila and Capriotti (2011).
Instructors can use the Exposure Draft from the current joint FASB-International Accounting Standards Board
(IASB) project on revenue recognition instead of the Codification. The relevant guidance in the Exposure Draft is
clearer and more concise, but the substance of the rules is unchanged.

Volume 29, No. 1, 2014
241
LO 5: Students will gain experience writing about accounting issues and engaging in an
informed discussion of these issues.
Table 3 maps from each learning objective to the case questions that apply to that objective,
and also to the relevant competencies from two sources. The first source is the American Institute of
Certified Public Accountants (AICPA) Core Competency Framework (2003). The second source is
the Pathways Commission (2012) final report. The Pathways Commission was jointly sponsored by
the American Accounting Association (AAA) and the AICPA for the purpose of charting a path for
accounting higher education. The Commission issued its final report, entitled Charting a National
Strategy for the Next Generation of Accountants, in July 2012. The Pathways Commission list of
core competencies is an aggregation of competencies identified from numerous organizations and
professional exams, including the International Federation of Accountants (IFAC), the National
Association of State Boards of Accountancy (NASBA), the AICPA Core Competency Framework,
the Uniform CPA Exam, and the Certified Management Accountants Exam.
Implementation Guidance
The case requirements have been structured so as to facilitate its use in all courses in financial
reporting and analysis. Table 4 identifies the questions that instructors might find most appropriate
for courses in financial accounting, financial statement analysis, and a capstone course. The case
was field-tested by all three case authors; two at a large public university and another at a small
private liberal arts college, in four courses: (1) two sections of undergraduate Advanced Accounting
with about 35 students in each, (2) Financial Statement Analysis with 19 graduate students, (3)
Intermediate Accounting II with 13 undergraduate business students, and (4) two sections of a
graduate accounting capstone course with about 20 students in each. All groups of students found
the material relevant and interesting.
Students completed the case in teams of two or three. A small number of students elected to
complete the case individually. Based on informal feedback from students, we believe the case can
be completed in four to six hours. The classroom discussion of this case requires about 80 minutes.
The liveliest discussions were on assessing the relative importance of revenue versus net income in
evaluating e-commerce firms, and the use of non-GAAP metrics. The students were also intrigued
by the financial reporting challenges faced by new businesses, especially when making the
transition from a private company to a public company.
All three instructors spent about ten to 15 minutes on introductory material prior to assigning
the case. This material focused on the inception of Groupon and its business activity. The class
visited Groupons website and were introduced to the deal of the day, and its business and
accounting ramifications. The class was also shown the video of Groupons return policy from its
website. The instructor might ask students to view the 60 Minutes interview of Andrew Mason prior
to working on the case.
The authors believe that a first-time adopter of the case, who has only a passing familiarity with
the business of Groupon, would require four to five hours to prepare the case. This estimate
includes two hours to become familiar with provisions of the relevant authoritative guidance.
Student Feedback
In all four courses, students submitted a written case solution that comprised approximately 8
percent of their course grade. An anonymous case survey was administered at the conclusion of the
case. Students were asked to respond to five questions using a seven-point Likert scale, and to two
open-ended questions asking what they liked about the case and suggestions for improvement. The
feedback was very positive. Students in all the classes reported that the case required them to
Volume 29, No. 1, 2014
3, 4, 5, 6, 7
4, 5, 8, 9, 10
LO 2
LO 3
LO 4
Personal: problem solving and decision making,

interaction, communication
Functional: research, measurement

Personal: problem solving and decision making
Broad Business Perspectives: legal/regulatory
perspective

Personal: problem solving and decision making
Broad Business Perspectives: strategic/critical

thinking, industry/sector perspective
Functional: risk analysis, research
AICPA Core Competencies
Pathways Commission Report

Technical Knowledge: Financial Accounting and Reporting:
specialized industry knowledge, research skills;
Operational/Management Accounting: financial discipline; risk
analysis and management
Professional Skills: critical thinking, problem solving
accounting principles and rules, external reporting needs,
research skills, judgment in the application of accounting
principles
Professional Skills: critical thinking, problem solving
external reporting needs, research skills
Professional Skills: critical thinking, problem solving, judgment
and decision making
external reporting needs, judgment in the application of
accounting principles, legal/regulatory perspective, research
skills
Professional Skills: critical thinking, problem solving, judgment
and decision making
Professional Skills: communications/collaboration: oral and
written communication skills
Mapping of Learning Objectives
Items in bold denote Functional Areas; items in italics denote sub-categories; and items in regular fonts denote specific competencies.
All
1, 2
LO 1
LO 5
Case Question
Learning
Objective
TABLE 3
242

Volume 29, No. 1, 2014
243
TABLE 4
Suggested Use of Questions by Course
Financial
Accounting
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
Question
1
2
3
4a
4b
4c
4d
5a
5b
5c
6
7
8a
8b
8c
8d
9a
9b
10
X
X
X
X
X
X
X
X
X
Financial Statement
Analysis
Capstone
Course
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
understand and apply relevant accounting standards, and significantly improved their understanding
of accounting issues in e-commerce. Across all the sections, students overwhelmingly found the
case interesting and a worthwhile learning experience. The data are summarized in Table 5.
In response to the open-ended questions, student responses to the case were favorable. Students
particularly liked the relevance of the case: Taking time to review recent relevant material in
greater detail than a paragraph blurb in a textbook, and how it applies to the e-commerce business
model: I liked gaining a better understanding of accounting for internet companies. Students also
commented on using accounting knowledge in a realistic setting, with remarks such as I was able
to relate to a real case what I have learned in accounting. Students who had previously used
Groupons commented on getting a better understanding of Groupons business model. One said it
was cool to be able to connect what we learned to the real world. Another appreciated the
requirement to analyze different types of business risk and then translate to financial reporting
risk. A few students commented favorably on learning the changes that are undertaken when a
private company goes public, with comments such as I learned about what going public can mean
for a company: more scrutiny; SEC oversight. Students also reported on learning about nonGAAP metrics by looking at 10-Ks for several companies and seeing all the non-GAAP stuff they
report and how. In particular, students enjoyed reading the communications between the SEC and
Groupon and appreciated the novelty of the experience. One student commented, This case list
series of correspondences between SEC and Groupon which makes us better understand the
revision process and ask us to investigate FASB standards.
Ambiguities in two of the case questions were rectified in response to student feedback after the
first class presentation. Students in subsequent classes did not raise concerns about those two
questions. Across all six classes, many students commented that the case required no changes.
Finally, students viewed the discussion of the case favorably. The usefulness of the case in an
Volume 29, No. 1, 2014
6.00
6.55
6.09
6.00
6.55
5.29
6.03
5.59
5.11
5.78
Undergraduate
Intermediate
Financial
Accounting
(Private School)
(n 11)
Reported numbers are mean responses on the following Likert scale: 1 strongly disagree, 4 neutral, 7 strongly agree.
The Groupon case was interesting.

I obtained a better understanding of accounting issues in
e-commerce from the Groupon case.
The Groupon case required me to understand and apply
relevant accounting standards.
The Groupon case provided me with a better
understanding of the use of non-GAAP performance
measures sometimes used by companies.
Overall, I found the Groupon case and class discussion a
worthwhile learning experience.
Question
Undergraduate
Advanced
Accounting
(Public School)
(n 74)
Summary of Student Evaluations of the Case
TABLE 5
6.60
5.87
6.47
6.27
6.73
Graduate
Financial
Statement
Analysis
(Public School)
(n 15)
6.54
5.73
6.19
6.24
6.14
Graduate
Accounting
Capstone
Course
(Public School)
(n 37)
244

Volume 29, No. 1, 2014
245
accounting curriculum can be best summarized by the following student remarks: The discussion
of burgeoning accounting issues illustrates how dynamic the field can be and I liked that it was
relevant . . . It offered a topic for dinner discussion.
TEACHING NOTES
Teaching Notes are available only to non-student-member subscribers to Issues in Accounting
Education through the American Accounting Associations electronic publications system at http://
aaapubs.org/. Non-student-member subscribers should use their usernames and passwords for entry
into the system where the Teaching Notes can be reviewed and printed. Please do not make the
Teaching Notes available to students or post them on websites.
If you are a non-student-member of AAA with a subscription to Issues in Accounting
Education and have any trouble accessing this material, then please contact the AAA headquarters
office at info@aaahq.org or (941) 921-7747.
REFERENCES
Alford, R. M., T. M. DiMattia, N. T. Hill, and K. T. Stevens. 2011. A series of revenue recognition research
cases using the codification. Issues in Accounting Education 26 (3): 609618.
American Institute of Certified Public Accountants (AICPA). 2003. AICPA Core Competency Framework.
Available through the curriculum development link at: http://www.aicpa.org/InterestAreas/
AccountingEducation/Resources/Pages/default.aspx
Arnold, V., J. C. Lampe, and S. G. Sutton. 1997. Instructional case using the NAARS database: Resolving
revenue recognition issues at Carefree Environments. Issues in Accounting Education 12 (1): 99111.
DAquila, J. M., and K. Capriotti. 2011. The SECs case against California Micro Devices: A lesson in using
professional skepticism and obtaining sufficient appropriate evidence. Issues in Accounting Education
26 (1): 145154.
Pathways Commission. 2012. Pathways Commission Report. Chapter 7: Constructing a Foundational Body of
Knowledge. Available at: http://commons.aaahq.org/posts/a3470e7ffa
Seipp, E., S. Kinsella, and D. L. Lindberg. 2011. Xerox, Inc. Issues in Accounting Education 26 (1): 219240.
Swain, M. R., R. D. Allen, D. M. Cottrell, and K. Pexton. 2002. TechMall.com: Revenue recognition in the
Internet economy. Issues in Accounting Education 17 (4): 389400.

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